**Exhibit 10.16****AGREEMENT**     This Agreement is made as of this 31st day of October, 2006 by and between PhoenixCement Company, an enterprise of the Salt River Pima-Maricopa Indian Community (d/b/a Salt RiverMaterials Group), hereinafter referred to as “Salt River Materials Group,” and Ready MixInc., a Nevada corporation, hereinafter referred to as “Ready Mix Inc.”**WITNESSETH:**     WHEREAS, Salt River Materials Group owns certain real property located in the general vicinityof 67th Avenue & Southern Avenue, Maricopa County, Arizona, and depicted and legallydescribed on Exhibit A attached hereto and incorporated herein by this reference (theproperty described on Exhibit A is hereinafter referred to as the “Salt River MaterialsGroup Property”); and     WHEREAS, Salt River Materials Group has the right to extract sand and rock (hereinafterreferred to collectively as “materials”) from the Salt River Materials Group Property andis willing to permit the use of the Salt River Materials Group Property by a third party inconnection with the processing of such materials; and     WHEREAS, Ready Mix Inc. desires to utilize that portion of the Salt River Materials GroupProperty depicted and legally described on Exhibit B attached hereto and incorporatedherein by this reference (the “Ready Mix Inc. site”) and to purchase sand and rock fromSalt River Materials Group, all for the purpose of producing and selling Portland Cement Concreteand ready-mix products.
 

 
          NOW, THEREFORE, in consideration of the mutual promises herein contained, and of other goodand valuable consideration, Salt River Materials Group and Ready Mix Inc. do hereby covenant andagree as follows:     1. Term: Unless sooner terminated as otherwise provided herein, the term of thisAgreement shall be for a period of ten (10) years, commencing on November 1, 2006 and ending onOctober 31, 2016 (the “Initial Term”). Upon the expiration of the Initial Term, theparties may, if both parties desire, extend the term of this Agreement for such period of time andupon such terms and conditions as are mutually acceptable to the parties and agreed to by theparties in writing. The Initial Term and any agreed upon extension following the Initial Term arereferred to as the “Term.”     2. Use by Ready Mix Inc.:          A. During the Term of this Agreement, Ready Mix Inc. shall have the exclusive right to use theReady Mix Inc. site for the limited purpose of operating a business for the production and sale ofPortland Cement Concrete and the sale of ready-mix products and performing those acts which areancillary to the operation of such a business, including, without limitation, the processing,manufacture, storage, and sale of such products and the disposal of any waste materials generatedas a result thereof. Subject to the terms of this Agreement and Ready Mix Inc.’s compliance withall applicable laws, ordinances and regulations, Ready Mix Inc. may locate such items of equipmentand machinery and any structures and fixtures on the Ready Mix Inc. site as it deems necessary forthe operation of its business, and any such items, fixtures and structures shall remain theproperty of Ready Mix Inc., subject to removal at Ready Mix Inc.’s will during the Term of thisAgreement and for a period of one hundred twenty (120) days thereafter. Following the conclusionof such one hundred twenty (120) day period, any buildings, improvements or equipment on the ReadyMix Inc. site shall be and remain the
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property of Salt River Materials Group. Upon Salt River Materials Group’s request, Ready MixInc. shall, at no expense to Salt River Materials Group, duly execute and deliver a recordablequitclaim deed and bill of sale conveying and transferring to Salt River Materials Group all ofReady Mix Inc.’s estate, right, title, interest and claim in and to the remaining buildings,improvements or equipment. Ready Mix Inc. shall not use the Ready Mix Inc. site for any purposenot related or ancillary to the operation of the business for the production and sale of PortlandCement Concrete and the sale of ready-mix products, without the prior written consent of Salt RiverMaterials Group, which consent may be granted or withheld in Salt River Materials Group’s solediscretion.          B. In addition to the right to use the Ready Mix Inc. site as set forth above, Ready Mix Inc.shall have the right to use other portions of the Salt River Materials Group Property, as depictedon “Site Maps” on Exhibit C for purposes related to its business operations on the ReadyMix Inc. site, as follows:          (i) Ready Mix Inc., its employees, agents, invitees and customers shall have the right to usea portion of the Salt River Materials Group Property to be designated by Salt River Materials Groupfrom time to time for access to and from the Ready Mix Inc. site necessary for Ready Mix Inc.’soperations. If Salt River Materials Group proposes to materially change the location of Ready MixInc.’s access to the Ready Mix Inc. site, Salt River Materials Group shall notify Ready Mix Inc. ofthe proposed change for Ready Mix Inc.’s approval. Ready Mix Inc. shall provide Salt RiverMaterials Group written notice of its approval or disapproval of such proposed change within ten(10) business days following Salt River Material Group’s notice of such proposed change. Failureby Ready Mix Inc. to respond in writing to Salt River Materials Group proposed change within suchtime period shall be deemed approval of the
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proposed change. Ready Mix Inc. shall not unreasonably withhold approval of a proposed changein the location of Ready Mix Inc.’s access as long as the proposed change in access does notsignificantly increase the length of travel or significantly reduce the convenience to Ready MixInc. of the access route originally designated by the parties. Ready Mix Inc. also shall have theright to use a portion of the Salt River Materials Group Property to be designated by mutualwritten agreement of Salt River Materials Group and Ready Mix Inc. for placement of utilitiesnecessary for Ready Mix Inc.’s operations at the Ready Mix Inc. site.          (ii) Ready Mix Inc. shall have the right to use a portion of the pit area located on the SaltRiver Materials Group Property to dispose of any waste concrete and other materials reasonablyresulting from the operation of its business on the Ready Mix Inc. site; provided that Salt RiverMaterials Group shall from time to time designate and direct the method of disposal and theparticular area or areas to be used for such purpose; and provided further that Ready Mix Inc.shall conduct any such disposal in accordance with all applicable laws, ordinances and regulationsand shall be responsible, at its sole cost, for obtaining any required licenses and permits.          3. Washed Sand and Rock:          A. Salt River Materials Group shall use its commercially reasonable efforts to supply to ReadyMix Inc. washed fine and course aggregate, in quantities and quality required by Ready Mix Inc. forits production of Portland Cement Concrete and sale of ready-mix products at the Ready Mix Inc.site only. The fine aggregate supplied by Salt River Materials Group shall meet the ASTM C-33specification for fine aggregates, and Salt River Materials Group shall use commercially reasonableefforts to maintain the average values of daily tests performed within the FM range of 2.60 and3.00 with minimum SE values of 75. SE tests will be performed in
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accordance with ASTM D 2419-95 (utilizing sample prep procedure A). Coarse aggregate suppliedby Salt River Materials Group shall meet the ASTM C-33 specification for #8 & #57 coarse aggregate.Except as otherwise provided in Section 4 and Section 11 of this Agreement, Ready Mix Inc. willonly use washed fine and course aggregate at the Ready Mix Inc. site that are supplied by SaltRiver Materials Group.          B. Salt River Materials Group shall use its commercially reasonable efforts to maintain areasonable stockpile of washed fine and coarse aggregate to supply Ready Mix Inc.’s requirementsfor production of Portland Cement Concrete and sale of ready-mix products at the Ready Mix Inc.site, and Ready Mix Inc. shall keep Salt River Materials Group generally informed of suchrequirements with monthly forecasts of material usage by type and quantity. On or before thefifteenth (15th) day of each month during the Term of this Agreement, Ready Mix Inc. will furnishto Salt River Materials Group revised written estimates of the quantities of washed fine and coarseaggregate Ready Mix Inc. forecasts that Ready Mix Inc. will order during each month of thesucceeding three (3) month period. Additionally, on or before the fifteenth (15) day of January ofeach year of this agreement Ready Mix Inc. will furnish to Salt River Materials Group revisedwritten estimates of the quantities of washed fine and coarse aggregate Ready Mix Inc. forecaststhat Ready Mix Inc. will order during the succeeding calendar year. Such forecasts are not bindingcommitments, but are for the purpose of enabling Salt River Materials Group to more effectivelyschedule the use of its facilities.          C. Nothing contained in this Agreement shall be interpreted to prevent, restrict or otherwiselimit Salt River Materials Group from making unlimited sales of the fine and coarse aggregate itproduces to third parties or to allow the use of the Salt River Materials Group Property, otherthan the Ready Mix Inc. site, for any purpose.
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          4. Imported Sand and Rock:          A. If Salt River Materials Group is unable to supply Ready Mix Inc. with all its requirementsfor fine and coarse aggregate meeting the specifications set forth in this Agreement in connectionwith Ready Mix Inc.’s operation on the Ready Mix Inc. site, Ready Mix Inc. may, at its option andas its sole and exclusive remedy, import additional fine and coarse aggregate from other locationsfor use in the production and sale of Portland Cement Concrete and the sale of ready-mix productsat the Ready Mix Inc. site in accordance with this Section 4. Any such imported fine and coarseaggregate shall be purchased by Ready Mix Inc. in the open market, on commercially reasonable termsand in arms length transactions.          B. Ready Mix Inc. shall notify Salt River Materials Group, in writing, at least three (3)business days before importing any fine or coarse aggregate for use at the Ready Mix Inc. site.The written notice shall describe the type and amount of material that Ready Mix Inc. intends toimport. If Salt River Materials Group cannot supply the material specified in the notice withinthree (3) business days after receipt of the written notice, Ready Mix Inc. may obtain thematerials described in the notice for use at the Ready Mix Inc. site.          C. Salt River Materials Group shall pay Ready Mix Inc. an amount equal to fifty percent (50%)of the amount by which Ready Mix Inc.’s cost for the material imported in accordance with thisSection 4 exceeded the amount that Ready Mix Inc. would have paid Salt River Materials Group forthe same type of material under this Agreement. Ready Mix Inc. shall submit an invoice anddocumentation showing the type, amount and cost of the imported material and the amount due underthis Section 4 to Salt River Materials Group. Salt River Materials Group shall pay Ready Mix Inc.the amount due under this Section 4.C within thirty (30) days after receipt of an invoice underthis Section 4.C. In no case shall the tonnage per day
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of material used to calculate Salt River Materials Group’s obligation for reimbursement inaccordance with this Section 4.C be greater than the average daily tonnage of the type of materialsupplied by Salt River Materials Group during the three month period immediately preceding theimportation of such material, or life of this Agreement, if shorter.          D. Except as otherwise provided in this Section 4, Ready Mix Inc. shall obtain all fine andcoarse aggregate used for production of Portland Cement Concrete and ready-mix products on theReady Mix Inc. site from Salt River Materials Group. Ready Mix Inc. shall cease the importation ofany fine and coarse aggregate to the Ready Mix Inc. site permitted under this Section 4 followingwritten notice from Salt River Materials Group that Salt River Materials Group is again capable ofsupplying such materials to Ready Mix Inc.          5. Portland Cement:          A. Salt River Materials Group agrees that Ready Mix Inc. may purchase portland cement for useat the Ready Mix Inc. site from any source of its choice. However, at any time during the Term ofthis Agreement, Salt River Materials Group may require Ready Mix Inc. to purchase all or anypercentage specified by Salt River Materials Group (a “Specified Percentage”) of theportland cement for its use at the Ready Mix Inc. site from Salt River Materials Group for theremainder of the Term of this Agreement. Salt River Materials Group agrees that, should it electto implement this requirement, it shall do so in writing and give Ready Mix Inc. up to **sixty (60)**days from receipt of notice to fully enact all purchasing changes, if necessary, and will agree tosell Ready Mix Inc. sufficient portland cement, meeting the applicable standards of ASTM C150 TypesI and II, to reasonably meet the Specified Percentage of portland cement for use at the Ready MixInc. site for the remainder of the Term of this Agreement. The price for such portland cementsupplied by Salt River Materials Group shall be
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determined by Salt River Materials Group from time to time, but shall be a market competitiveprice, not to exceed the lowest price charged by Salt River Materials Group within the precedingthirty (30) day period for similar quantities of portland cement to any other ready mix customerfor such customer’s use at a site in Maricopa County Arizona.          B. If Salt River Materials Group is unable to supply Ready Mix Inc. with the SpecifiedPercentage of portland cement meeting the specifications set forth in this Agreement in connectionwith Ready Mix Inc.’s operation on the Ready Mix Inc. site, Ready Mix Inc. may, at its option andas its sole and exclusive remedy, import additional portland cement from other locations for use inthe production and sale of portland cement concrete and the sale of ready-mix products at the ReadyMix Inc. site in accordance with this Section 5.          C. Ready Mix Inc. shall notify Salt River Materials Group, in writing, at least ten (10)business days before importing any portland cement for use at the Ready Mix Inc. site. The writtennotice shall describe the amount of portland cement that Ready Mix Inc. intends to import. If SaltRiver Materials Group cannot supply the portland cement specified in the notice within ten (10)business days after receipt of the written notice, Ready Mix Inc. may obtain the portland cementdescribed in the notice for use at the Ready Mix Inc. site. Ready Mix Inc. shall cease theimportation of any portland cement to the Ready Mix Inc. site permitted under Section 5(B)following written notice from Salt River Materials Group that Salt River Materials Group is againcapable of supplying such portland cement to Ready Mix Inc.          6. Fly Ash:          A. Salt River Materials Group agrees that Ready Mix Inc. may purchase fly ash for use at theReady Mix Inc. site from any source of its choice. However, at any time during the Term of thisAgreement, Salt River Materials Group may require Ready Mix Inc. to
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purchase a Specified Percentage of fly ash for its use at the Ready Mix Inc. site from SaltRiver Materials Group for the remainder of the Term of this Agreement. Salt River Materials Groupagrees that, should it elect to implement this requirement, it shall do so in writing and giveReady Mix Inc. up to ninety (90) days from receipt of notice to fully enact all purchasing changes,if necessary, and will agree to sell Ready Mix Inc. sufficient fly ash, meeting the applicablestandards of ASTM C618 for Class F or C pozzolans, to reasonably meet the Specified Percentage offly ash for use at the Ready Mix Inc. site for the remainder of the Term of this Agreement. Theprice for such fly ash supplied by Salt River Materials Group shall be determined by Salt RiverMaterials Group from time to time, but shall be a market competitive price, not to exceed thelowest price charged by Salt River Materials Group within the preceding thirty (30) day period forsimilar quantities of fly ash to any other ready mix customer for such customer’s use at a site inMaricopa County Arizona.          B. If Salt River Materials Group is unable to supply Ready Mix Inc. with the SpecifiedPercentage of fly ash meeting the specifications set forth in this Agreement in connection withReady Mix Inc.’s operation on the Ready Mix Inc. site, Ready Mix Inc. may, at its option and as itssole and exclusive remedy, import additional fly ash from other locations for use in the productionand sale of Portland Cement Concrete and the sale of ready-mix products at the Ready Mix Inc. sitein accordance with this Section 6.          C. Ready Mix Inc. shall notify Salt River Materials Group, in writing, at least ten (10)business days before importing any fly ash for use at the Ready Mix Inc. site. The written noticeshall describe the amount of fly that Ready Mix Inc. intends to import. If Salt River MaterialsGroup cannot supply the fly ash specified in the notice within ten (10) business days after receiptof the written notice, Ready Mix Inc. may obtain the fly ash described in the
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notice for use at the Ready Mix Inc. site. Ready Mix Inc. shall cease the importation of anyfly ash to the Ready Mix Inc. site permitted under Section 6(B) following written notice from SaltRiver Materials Group that Salt River Materials Group is again capable of supplying such fly ash toReady Mix Inc.     7. Other Cementitious Materials: Ready Mix Inc. agrees that it will not utilizecementitious and/or pozzolanic materials other than portland cement and fly ash, whether procuredfrom Salt River Materials Group or other parties, for any use at the Ready Mix Inc. site withoutprior written consent from Salt River Materials Group. This restriction is not intended to preventthe use of specialty materials at the Ready Mix Inc. site, including, but not limited to, silicafume, and Salt River Materials Group shall not unreasonably withhold its consent where the use ofsuch specialty materials is required by specification for specific projects which Ready Mix Inc.intends to supply.     8. Payment Terms:          A. Ready Mix Inc. agrees to pay Salt River Materials Group (i) an initial price of $7.90 perton fine aggregate, (ii) an initial price of $8.90 per ton of #8 coarse aggregate, and (iii) aninitial price of $7.90 per ton of #57 coarse aggregate, payable in accordance with Subsection 8.Cbelow. Said prices shall each be adjusted each year in accordance with Subsection 8.B below.These prices include loading of the material into Ready Mix Inc.’s bins by Salt River MaterialsGroup.          B.          (i) Commencing on the first anniversary of the date of this Agreement and on each anniversarythereafter, the prices for fine and coarse aggregate materials listed in Subsection 8.A hereofshall be automatically adjusted for the next succeeding year based on the following formula:          IP x (PPIE/PPIB) = Adjusted Price     Where: IP = The initial price as listed in Subsection 8.A hereof.
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     PPIE = Producer Price Index – Table 6 Commodity Code 1321,construction sand, gravel and crushed stone, as published by the U.S.Department of Labor, Bureau of Labor Statistics, for January in theyear just ending,     PPIB = Producer Price Index – Table 6 Commodity Code 1321,construction sand, gravel and crushed stone, as published By The U.S.Department of Labor, Bureau of Labor Statistics, for January, 2006,provided, however, that in the event that the quotient of said ratio (PPIE/PPIB) in any given yearis less than 1.00, then in such event, 1.00 shall be substituted for such ratio and utilized in theformula for calculating the adjusted prices to be paid by Ready Mix Inc. (i.e., the Adjusted Priceshall never be less than the initial price set forth in Subsection 8.A hereof).          The Producer Price Index Table 6 Commodity Code is currently indexed to the base year 1982.In the event of a change in base years during this Agreement, the Producer Price Index numbers usedin the calculation shall also be adjusted for relativity with one another with respect to the newbase year, if necessary, to proportionately adjust the price for the relative percentage change inthe index. In the event the Producer Price Index shall cease to be published, then Salt RiverMaterials Group and Ready Mix Inc. shall agree upon another index to be substituted therefore, and,if they are unable to agree upon a substitute index within a reasonable time, such matter shall bedetermined by arbitration in accordance with this Agreement.          (ii) At any time following the fourth anniversary of the date of this Agreement, Salt RiverMaterials Group shall have a one-time option (the “Re-set Option”) to reset the prices forthe fine and coarse aggregate materials listed in Subsection 8.A. Salt River Materials Group shallexercise the Re-Set Option by delivering written notice to Ready Mix Inc. Upon exercise of theRe-set Option, the new prices (the “Re-set Prices”) for such fine and coarse aggregatematerials shall be determined by Salt River Materials Group but shall be market
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competitive prices, not to exceed the lowest price charged by Salt River Materials Groupwithin the thirty (30) day period preceding the date that Salt River Materials Group gives noticeof its exercise of the Re-set Option for similar quantities of such fine and coarse aggregatematerials to any other ready mix customer for such customer’s use at a site in Maricopa CountyArizona. If Salt River Materials Group exercises the Re-set Option, then the Re-set Prices shallapply until the next anniversary date of this Agreement. Commencing on the anniversary date ofthis Agreement following the exercise of the Re-set Option, the Re-set Prices for such fine andcoarse aggregate materials shall be automatically adjusted for the next succeeding year using theadjustment mechanism set forth in Section 8.B(i); provided, however, that the IP shall be Re-setPrice initially established by this Section8.B(ii) and the PPIE shall be determined using the yearin which Salt River Materials Group exercises the Re-set Option.          C. Salt River Materials Group shall be entitled to payment for fine and coarse aggregate andany other materials supplied to Ready Mix Inc. pursuant to this Agreement at such time as thematerials are used by Ready Mix Inc. in the production of concrete including drum cleanout or, ifnot used to produce concrete, at such time as Ready Mix Inc. removes the materials from the SaltRiver Materials Group Property. Payments from Ready Mix Inc. to Salt River Materials Group shallbe made monthly, on or before the fifteenth (15th) day of each month following the monthin which the materials were used in production or removed from the Ready Mix Inc. site. In theevent that such payment is not made within ten (10) days after it is due, Ready Mix Inc. agrees topay Salt River Materials Group interest on late payments at an annual rate equal to the Prime Ratepublished in the Wall Street Journal on the date a particular payment is due, plus 1%.
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          D. (i) Ready Mix Inc. agrees that for each consecutive twelve month period during the Term ofthis Agreement (commencing on November 1, 2007) the total of the twelve monthly payments due andpaid by Ready Mix Inc. shall not be less than an amount (the “Annual Minimum Payment”)calculated on the basis of the minimum annual combined sales of 300,000 tons of fine aggregate and#57 coarse aggregate and the price of such fine aggregate and #57 coarse aggregate during suchtwelve month period pursuant to Subsection 8.B. Payments made by Ready Mix Inc., if any, forcement or fly ash shall not be included in determining the Annual Minimum Payment. Beginning onNovember 1, 2008 and on each anniversary of such date during the remainder of the Term, the amountof the Annual Minimum Payment shall be adjusted automatically based on the minimum annual combinedsales of 300,000 tons of fine aggregate and #57 coarse aggregate and the Adjusted Price for fineaggregate and #57 coarse aggregate determined in accordance with Subsection 8.B hereof, but neverbelow the Annual Minimum Payment for 2007.          (ii) If the total of the twelve monthly payments, for each consecutive twelve month (12)period, due and paid by Ready Mix Inc. in a given twelve consecutive month period does not equal orexceed the Annual Minimum Payment for that twelve month period, Ready Mix Inc. shall within 15 daysfollowing the end of such twelve month period pay Salt River Materials Group an amount equal to thedifference between the Annual Minimum Payment for that twelve month period and the total of thetwelve monthly payments paid by Ready Mix Inc. in that twelve month period.          (iii) If during any twelve month period Salt River Materials Group is unable to furnish,within a reasonable time after receiving an order from Ready Mix Inc., sufficient quantities offine aggregate and #57 coarse aggregate to meet Ready Mix Inc.’s order,
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the annual minimum volume of 300,000 tons used to calculate the Annual Minimum Payment forsuch twelve month period pursuant to Subsection 8.D(i) will be reduced by an amount equal to thetotal tonnage of fine aggregate and #57 coarse aggregate that Salt River Materials Group is unableto supply.       9. Measurement: Measurement of materials used by Ready Mix Inc. for payment purposespursuant to Section 8 hereof shall be made by Ready Mix Inc. For materials used in the productionof Portland Cement Concrete, measurements shall be based upon the quantities of fine and coarseaggregate as shown on Ready Mix Inc.’s computer printouts for the plant located on the Ready MixInc. site; provided, however, that if Ready Mix Inc. utilizes imported sand or rock pursuant toSection 4 or Section 11 hereof, then the fine and coarse aggregate quantities to be paid for byReady Mix Inc. shall be the total fine and coarse aggregate quantities shown on such printoutsreduced by the total quantity of imported fine and coarse aggregate documented by certifiedtruck-scaled tickets and batched by Ready Mix Inc. during the applicable monthly period. SaltRiver Materials Group may implement reasonable monitoring procedures to insure proper measurementof the imported fine and coarse aggregate, provided that any such procedures shall be at no cost orexpense to Ready Mix Inc. Upon request, Ready Mix Inc. shall supply Salt River Materials Groupwith quantity usages each day for the previous day. For fine and coarse aggregate not used in theproduction of concrete on the Ready Mix Inc. site, measurements shall be based on the quantities offine and coarse aggregate removed from the Salt River Materials Group Property as shown on SaltRiver Materials Group’s truck scales.          Upon written request, Salt River Materials Group shall have the right to audit Ready MixInc.’s books and records for the purpose of quantity verification and shall otherwise be allowed toverify the quantities of material being utilized pursuant to this Agreement, including, but not
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limited to, checking the calibration of Ready Mix Inc.’s computer equipment to verify its accuracy.Ready Mix Inc. shall make its books and batch records available to Salt River Materials Groupwithin two (2) business days after written request is made. Such request shall be limited to therecords and books verifying quantities of Portland Cement Concrete or other materials shipped fromthe Salt River Materials Group Property and materials used in the production of that PortlandCement Concrete or other materials produced at the Salt River Materials Group Property.          10. Taxes:          A. Each party shall pay personal property taxes assessed on any personal property owned orleased by that party, regardless of who is using the equipment. Each party shall pay real propertytaxes assessed on property owned by that party, regardless of who is using or occupying the realproperty.          B. Ready Mix Inc. agrees that it is responsible to pay Salt River Materials Group any and alltransaction privilege or mining taxes legally owed as a result of sales of material from Salt RiverMaterials Group to Ready Mix Inc. Salt River Materials Group is responsible to remit those taxesper current law. Ready Mix Inc. agrees to be responsible for collecting and remitting alltransaction privilege or mining taxes legally incurred as a result of the sale of materialpurchased by Ready Mix Inc. from Salt River Materials Group and/or sold by Ready Mix Inc. toanother party.          C. Any and all other privilege tax (or any other tax), fees, permits, licenses, assessments,or similar items incurred and legally due with respect to any real or personal property will be theresponsibility of the party owning the personal or real property on which the obligation is imposedby law, in accordance with Subsection A of this Section.
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          D. Any new taxes or fees enacted subsequent to this Agreement with respect to any real orpersonal property shall be the responsibility of the party who owns or leases the personal or realproperty, consistent with Subsection A of this Section.          E. Any new taxes resulting from the sale of materials will be the responsibility of the partywho would be responsible for the tax pursuant to Subsection B of this Section.     11. Force Majeure: Both parties shall be excused from their performance hereunder solong as, and to the extent that, performance is prevented by reason of fire, storm, flood, war,rebellion, insurrection, riot, strike, labor disturbance, earthquake, failure of transportation ordelivery facilities, acts, orders or regulations imposed by Federal, State, or other authorizedgovernmental authority, or other causes beyond the reasonable control of either party, hereunder,whether similar or dissimilar to the foregoing (“Force Majeure Event”); provided, however,that in no event shall any Force Majeure Event operate to terminate this Agreement except asotherwise provided herein.          In the event that Salt River Materials Group is prevented from supplying Ready Mix Inc. withsand and/or rock as a result of a Force Majeure Event, then Ready Mix Inc. may import sand and/orrock for so long as such Force Majeure Event shall continue in effect and until such time as SaltRiver Materials Group is able to resume supplying sand and/or rock. During such Force MajeureEvent, the annual minimum volume of 300,000 tons used to calculate the Annual Minimum Payment forthe relevant twelve month period pursuant to Subsection 8.D(i) will be reduced by an amount equalto the average tonnage of fine aggregate and #57 coarse aggregate that Ready Mix Inc. used for suchperiod during the preceding Term of this Agreement and Salt River Materials Group shall not beliable for reimbursement of any costs for importation of materials as described in this Agreement.
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          12. Interpretation: It is the mutual intention of the parties hereto that thisAgreement shall be governed by the laws of the State of Arizona as to the execution,authentication, construction, the legal obligations arising hereunder, and as to what is to bedeemed a performance, satisfaction or discharge thereof without regard to the principles ofconflicts of law thereof.          13. Utilities Generally: Ready Mix Inc. shall be responsible to obtain and pay forall utilities necessary for its operations at the Ready Mix Inc. site, including withoutlimitation, power, communication, and sewage disposal. Access for any utility lines across theSalt River Materials Group Property shall be determined in accordance with Section 2.B(i). SaltRiver Materials Group shall have no obligation to furnish any utilities for Ready Mix Inc.’soperations at the Ready Mix Inc. site. Salt River Materials Group agrees to provide water to ReadyMix Inc. at the Ready Mix Inc. site. Ready Mix Inc. shall not be required to pay for watersupplied at the site, excepting that, in the event well water from the site becomes unavailable forany reason and Salt River Materials Group is required to access municipal tap water, Salt RiverMaterials Group may, at its sole option, elect to charge Ready Mix, Inc. a daily maintenance fee ofup to one hundred dollars ($100.00) per day of use. Ready Mix Inc. shall reimburse Salt RiverMaterials Group for all water maintenance fees related to the access of municipal tap water by SaltRiver Materials Group and used by Ready Mix Inc. for the operation of its plant within ten (10)days after receipt of statements from Salt River Materials Group evidencing the cost thereof.          14. Indemnification: Ready Mix Inc. agrees to indemnify, defend and hold Salt RiverMaterials Group harmless for, from and against any and all actions, claims, costs, losses, damages(including, without limitation, compensatory and punitive damages), fines, penalties, expenses,attorneys fees, litigation expenses or liabilities from any breach of this Agreement by Ready MixInc. and resulting from any accident, injury or damage to person or property or violation of law,
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ordinance or regulation occurring in, on or about the Ready Mix Inc. site during the Term ofthis Agreement or in connection with the Ready Mix Inc.’s operations on the Ready Mix Inc. site,including, without limitation, any claims relating to Ready Mix Inc.’s emissions, disposal,discharge, deposit, dumping, leaking, spilling, placing, or escape of any toxic or hazardoussubstance or waste, hazardous material, pollutant or contaminant (as those terms may be definedfrom time to time under federal, state or local laws) on, in, under or from the Salt RiverMaterials Group Property or compliance with any applicable environmental law or regulation;provided, however, that this provision shall not be construed so as to have the effect ofindemnifying or holding harmless Salt River Materials Group for, from and against any action,claims, costs, losses, damage (including without imitation compensatory and punitive damages),expenses, attorneys’ fees or liabilities which shall arise solely out of the acts or omissions ofSalt River Materials Group. The expiration or termination of this Agreement shall not relieveReady Mix Inc. from liability under any indemnity provision of this Agreement as to mattersoccurring or accruing during the Term of this Agreement or by reason of Ready Mix Inc.’s use oroccupancy of the Ready Mix Inc. site.          15. Insurance: Ready Mix Inc. shall maintain in effect insurance policies for theReady Mix Inc. site and Ready Mix Inc.’s operation on the Ready Mix Inc. site or other portions ofthe Salt River Materials Group Property against such risks as are regularly insured by reasonableprudent business persons operating concrete batching plants in Arizona. Such insurance shallinclude, without limitation, (i) a policy or policies insuring against liability resulting frominjury or death occurring to persons in, on or about the Ready Mix Inc. site, or otherwise relatedto Ready Mix Inc.’s business operations on the Ready Mix Inc. site, and from damage to property,the liability coverage under such insurance to be not less than $2,000,000 for any one personinjured, $5,000,000 for any one accident and $2,000,000 for property damage, and (ii) comprehensiveautomobile
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liability coverage for vehicles used in the operation of the Ready Mix Inc. site, theliability on such insurance to be not less than $2,000,000 for any one person injured, $5,000,000for any one accident and $500,000 for property damage. Salt River Materials Group shall be namedas an additional insured under such policies. Insurance coverage to satisfy such requirements maybe obtained through Primary and Umbrella Excess Liability policies. At Salt River MaterialsGroup’s request, certificates of insurance shall be furnished to Salt River Materials Groupevidencing such insurance coverage. These Certificates shall contain a provision that coverageafforded under the policy or policies will not be cancelled until at least thirty (30) days’ priornotice has been given to Salt River Materials Group. Insurance requirements hereunder are not alimitation of Ready Mix Inc.’s liability and obligation to indemnify Salt River Materials Group,but are simply additional security to Salt River Materials Group.          16. Environmental Compliance:               A. Ready Mix Inc. shall:                    (i) maintain, at Ready Mix Inc.’s expense, the Ready Mix Inc. site in material compliance withall applicable Environmental Laws in connection with its operations and be responsible for makingany notification or report concerning the Ready Mix Inc. site to any governmental authorityrequired to be made by any applicable Environmental Law in connection with its operations;                    (ii) obtain and maintain in full force and effect all governmental approvals required by anyapplicable Environmental Law for operations at the Ready Mix Inc. site;                    (iii) expeditiously cure in accordance with legal requirements any violation of applicableEnvironmental Laws at the Ready Mix Inc. site;
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                    (iv) not create or operate at the Ready Mix Inc. site any (a) landfill or dump or(b) hazardous waste management facility or solid waste disposal facility as defined pursuant toRCRA or any comparable state law;                    (v) not manufacture, use, generate, transport, treat, store, release, dispose, or handle anyHazardous Materials at the Ready Mix Inc. site;                    (vi) within thirty (30) days notify Salt River Materials Group in writing of, and provide anyreasonably requested documents upon learning of, any of the following which arise in connectionwith the Ready Mix Inc. site: (1) any liability for response or corrective action, natural resourcedamage, or other harm pursuant to any Environmental Law;  (2) any environmental claim;  (3) any violation of an Environmental Law or release, threatened release,or disposal of a Hazardous Material;  (4) any environmental, natural resource, health, or safety condition whichcould materially impair the condition of the Ready Mix Inc. site.                    (vii) conduct expeditiously in accordance with any applicable Environmental Law any responseaction necessary to remove, remediate, clean up, or abate any material release, threatened release,or disposal of a Hazardous Material caused by Ready Mix Inc.;                    (viii) allow Salt River Materials Group or its representatives from time to time at Salt RiverMaterials Group’s reasonable discretion and expense to inspect the Ready Mix Inc. site and conductan environmental assessment, and/or inspection of equipment (including invasive soil or groundwatersampling), including, without limitation, to facilitate any
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other sale or lease of the Ready Mix Inc. site, provided such inspections or assessments donot unreasonably interfere with Ready Mix Inc.’s operations and further provided that Ready MixInc. will be provided a copy of any report generated by such inspection or assessment upon ReadyMix Inc.’s request ;                    (ix) promptly provide or otherwise make available to Salt River Materials Group any reasonablyrequested environmental records concerning the Ready Mix Inc. site which Ready Mix Inc. or itsagents possess; and                    (x) remove from the Ready Mix Inc. site at its expense by the termination date any HazardousMaterials and, if requested by Salt River Materials Group, any equipment to manufacture, generate,transport, treat, store, release, dispose, or handle any Hazardous Materials used by Ready Mix Inc.or in the course of Ready Mix Inc.’s business, including, without limitation, any undergroundstorage tanks, so that the condition of the Ready Mix Inc. site shall be in compliance with allEnvironmental Laws.               B. In addition to the indemnification provided in Section 14, Ready Mix Inc. shall indemnify,defend and hold Salt River Materials Group harmless for, from and against any and all losses,costs, liability, fees, expenses, damages and reasonable attorneys fees (including investigationand remediation costs, consulting fees and penalties or judgments) arising in any way from any ofthe following which occurred during Ready Mix Inc.’s occupation of the Ready Mix Inc. site:                    (i) Ready Mix Inc.’s violation of any provision of this Section 16 or