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Home My WebLink About21-207 Purchase and Sale Agreement with Jamie Bybee for Water Enterprise Activity 12.8.2021RESOLUTION N0. 21-z07 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE APPROVING A PURCHASE AND SALE AGREEMENT WITH JAMIE BYBEE WHEREAS, Jamie Bybee desires to convey certain `eater rights which the Town of Firestone ("Town"), acting by and through its Water Activity Enterprise, desires to purchase, subject to the terms and conditions set forth in a Purchase and Sale Agreement, NOVG�, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, 1. The Purchase and Sale Agreement between the Town of Firestone, acting by and through its Water Activity Enterprise (`Buyer"), and Jamie Bybee ("Seller") for water rights is approved in substantially the same form as the copy attached hereto and made a part of this resolution, and the Mayor is authorized to execute the Agreement on behalf of the Town. 2. The Town Manager and other officers, employees and agents of the Town are .urther authorized to execute and deliver all documents necessary in connection with the closing Athe purchase of the Water Rights, and to do all things necessary on behalf of the Town to perform all obligations of the Town under the Agreement, including without limitation the execution and delivery of all documents necessary or required with closing. INTRODUCED, READ, AND ADOPTED this 8th day of December, 2021. Bobbi Sindelar, Mayor ATTEST: //� CMC Town Clerk - ®�� ••" 1 f 4 COU\A P. Hayashi, Town Attorney P t ASE A14V SALL AUHXLME;NT (Water Rights) t 3 c ; lientered into ffis A 1. day / FIRESTONE WATER ACTIVUY ENrI t 1 / s ! .. .lf r. :4 tl wpm, We ! i 1 :a i ' • i � 1- : , 1 ! i 1 ! / r •. ! I r! is 1 .. a/ rI k7r! fI 1 t 1 Consolidated Lower BoWder Rw�ervoir and Ditch Company ("Lower Boulder Ditch Company") represented by certificate no, hereimilifter referred to as "Sham" or"Water • ` Seller gives wrhtm notice to Buyer that the Lower Boulder Ditch Company Board has voted not to exercise its Right of first Refusal to purchase the Water Righm If the Lower Boulder Ditch Company Board exercises its Right 1 First Rafil 1 purchase the Water Rights, this Agreement shall terminate and be of no further force or effect, ith all wl Parties rel.- sW of their obligations hereunder and any Earitest Money paid herewider retumed to Buyer 6 7 tC� 1 1 RM. subjed to any fights or restrictions set forth in the Lower Boulder Ditch Company's byalaws. Subjw I and excludingfights or :.• t forthLower Boulder / Ditch Company'sby4aws, Seller : !pm to wwTant :It forever defend the Buyer againsti overy person 1 :s warranty survive the clowng o the bVisaction and continueforce and effect and each Parry shall be released from all obligations hereunder and any Earnest Money paid hereunder shall be returned to Buyer. 5. Due Dili ence. Buyer shall have up to 45 days following the Effective Date of this Agreement ("Due Diligence Period") to terminate this Agreement if Buyer is dissatisfied with the Water Rights to be acquired hereunder for any reason. It shall be conclusively presumed that Buyer is satisfied with the Water Rights if Buyer fails to send written notice to Seller to the contrary on or before the expiration of the Due Diligence Period. If Buyer sends notice of its dissatisfaction with the Water Rights, Seller shall have 10 days following actual receipt of such notice of dissatisfaction to either to (1) give notice that Seller elects to cure some or all of the issues described in the notice, or (2) give notice that Seller elects not cure such issues. If Seller elects not to cure all such issues Buyer shall have as its exclusive remedies, the right to terminate this Agreement, or to waive any issues Seller has elected not to cure. 6. Assessments. All assessments levied by the Lower Boulder Ditch Company for year 2021 shall be paid by Seller. Assessments for the year 2022 and future years shall be paid by Buyer. 7. Transfer Fee. Any fees imposed by Lower Boulder Ditch Company to complete the transfer of the Water Rights shall be paid by Buyer. 8. Delivery of Stock Certificate. Possession of the original certificates) evidencing ownership of the Water Rights shall be delivered to the Buyer at the time of closing together with properly executed and notarized assignments, Special Warranty Deed and any and all other documents necessary to effectuate the transfer of the Water Rights from Seller to Buyer. 9. Closinu. The closing for the purchase and sale of the Water Rights will take place on or before a date which is 70 days after the Effective Date of this Agreement. 10. Default. Time is of the essence herein and if any payment or any other condition thereof is not made, tendered or performed by either panty, then this Agreement, at the option of the Party who is not in default, may be terminated in which case the non - defaulting party may recover such damages as may be proper. In the event of such default by Seller, where Buyer elects to treat this Agreement as being in full force and effect, the Buyer shall have the right to an action for specific performance and damages. Page 2 of 4 11. Historical Use & Transfer. Seller, or Seller's agent, agrees to meet with Buyer, or Buyer's agent, within 30 days of the Effective Date for the purpose of providing Buyer with information concerning the historic use of the Water Rights, which may include the following: a. Affidavits stating the manner in which the Water Rights have been used by Seller or its predecessors in title, identifying which acreage has been historically irrigated with the Water Rights represented by the shares, the method of irrigation and what crops have historically been irrigated on the acreage with the Water Rights. b. Information showing the historical use of the Water Rights. c. Seller's cooperation and participation in good faith with any requests necessary to complete any Catlin approval process of the Lower Boulder Ditch Company or any court proceedings as may be required to change the use of the shares. 12. Notices. AlI notices and operational communications under this agreement shall be in writing except as otherwise provided for in this Agreement. All such notices and communications shall be deemed to have been duly given on the date of service, if delivered and served personally, or served via e-mail on the person to whom notice is given. All notices shall be delivered by US Mail to the following addresses unless otherwise agreed upon by the Parties: Buyer: Town of Firestone Attn: Julie Pasillas 9950 Park Ave. Firestone, CO 80504 Seller: Craig &Jamie Bybee 1540 Utica St. Denver, CO 80204 13. Entire A er�.enient. This Agreement represents the complete agreement between the Parties and no oral modification shall be recognized. Any amendment or additions shall be made in writing signed by both parties. 1.4. Survival of Closing. The representations, warranties and indemnities made by the parties to this contract and the covenants and agreements to be performed or complied Page 3 of 4 t 6. T, mnsdiction and Venue. This Agreement shall be governed and its terms construed under the laws of the State of Colorado and venue shall be in the County of Weld, iN WTINESS WHF.REQF, the Parties hereto have executed this Agreement on the date and year first above written BtTYER: TUWN OF FIRESTt1NE Date: toNE Title (if applicable): s Ldkx( , � C SELLER: Jamie Bybee By (signature): Date: tt12Zr t Print name: ® ide (ifapplicable): a0