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Home My WebLink About22-17 Acting through Water Activity Enterprise Purchase and Sale Agmt Lakeview Holdings LLC 01-12-2022RESOLUTION N"# zz-1 I 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 LAKEVIEW HOLDINGS, LLC WHEREAS, Lakeview Holdings, LLC desires to convey certain water 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. NOW, 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 Lakeview Holdings, LLC ("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 acting by and through its Water Activity Enterprise. 2. The Town Manager and other officers, employees and agents of the Town are further 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 12th day of January, 2022. ATTEST: LOB TOWN OF FIRESTONE, COLORADO APPROVED AS TO William P. Attorney (Water Rights) This Purchase and Sale Agreement ("Agreement") is entered into this .Ia"I r\ day of J , 2022 by and between LAKEVIEW HOLDINGS, LLC, a Colorado limited - liability c pany ("Seller"), as and the TOWN OF FIRESTONE WATER ACTIVITY ENTERPRISE ("Buyer"). Seller and Buyermaybe referred to individually as a "Party" or collectively as "Parties." REC>[TALS WHEREAS, Seller owns and wishes to convey certain water rights as described below to Buyer; and WHEREAS, Buyer desires to acquire said water rights pursuant to the terms and conditions contained hereafter; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows: l . Description of Water Rights,. Seller is the ownez• of 3.75 Common Shares of the New Consolidated Lower Boulder Reservoir and Ditch Company represented by certificate no. C136, hereinafter referred to as "Shares" or "Water Rights." 2. Purchase Price. The Purchase Price for the Water Rights and all z•ights appurtenant to the Water Rights shall be $130,000. 3. Effective Date. The "Effective Date" of this Agreement shall be the date on which the Agreement is mutually executed by both Buyer and Seller but no later than January 14, 2022. 4. Waz7•aniy of Title. Seller wau•ants that title to the Water Rights will be conveyed to Buyer free and clear of a111iens1 encumbrances, assessments, and leases of any kind, subject to any rights or restrictions set forth in the Lower Boulder Ditch Company's by-laws. Subject to and excluding any rights or restrictions set forth in the Lower Boulder Ditch Company's by-laws, Seller agrees to wazx•ant and forever defend the Buyer against all and every person claiming any interest in the Water Rights. This warranty shall survive the closing of the transaction and continue in full force and effect subsequent to such closing. Subject to payment as above provided, and in compliance with the other terms and conditions by Buyer, Seller shall execute and deliver a Special Warranty Deed for the Water Rights to Buyer at the date of closing. If title to the Water Rights is not merchantable and notice of the defects) is given by Page 1 of Buyer or Buyer's agent to Seller or Seller's agent on or before closing and such title shall not be rendered merchantable within 30 days of such notice, then this Agreement, at Buyer's option, shall be void and of no effect and each Party shall be released from all obligations hereunder and any Earnest Money paid hereunder shall be returned to Buyer. 5. Due Diligence. Buyer shall have up to 30 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 (1) give notice that Seller elects to cure Borne 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 have been paid by Seller. Assessments for the year 2022 and future years shall be paid by Buyer. 7. Transfer Fee. Any fees unposed by Lower Bouider 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. Closing. The closing for the purchase and sale of the Water Rights will take place on or before a date which is 45 days after the Effective Date of this Agreement. 10. Default. Tinge is of the essence herein and if any payment or any other condition thereof is not made, tendered or performed by either party, 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 Page 2 of 4 effect, the Buyer shall have the right to an action for specific performance and damages. 11. gence Information. Seller agrees to cooperate and participate in good faith with any requests from Buyer that are necessary for Buyer to complete its due diligence review during the Due Diligence Period, 12. Notices. All notices and operational cornrnunications 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: Bayer: Town of Firestone Attn: Julie Pasillas 9950 Park Ave. Firestone, CO $0504 Email. jpasillas@firestoneeo.gov Seller: Lakeview Holdings, LLC Attn: Marcus Palkowitsb 720 S. Colorado Blvd. Suite 940 "North Tower Denver, CO 80246 Email; rnarcus@rnspcompanies.com 13. Entire A reg ement. This Agreement represents the complete agreement between the Parties and no oral modii•ication shall be recognized. Any amendment or additions shall be made in writing signed by bosh parties. 14. Suzvival of Closing. The representations, warranties and indemnities made by the parries to this contract and the covenants and agr•eernents to be performed or complied with by the respective parties under this contract before the closing date shall be deemed to be continuing and shall survive the closing, 1 S. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, administrators, successors and assigns. Page 3 of 4 16. Jurisdiction 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 WITNESS WI-I:EREOF, the Parties hereto have executed this Ag�•eement on the date and year first above written Air SELLER; Lalcevlevv 1(�aldings, LLC Print: Title: K-4q W� Ar"Cz� -I ON Date: Page 4 of 4 r�