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Home My WebLink About24-49 Acting by and through Activity Enterprise Approving Purchase and Sale Agreement with Aruthur Maestas 05-08-2024RESOLUTION N0. 24-49 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 ARTHUR MAESTAS WHEREAS, Arthur Maestas 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 ("Agreement") between the Town of Firestone, acting by and through its Water Activity Enterprise ("Buyer"), and Arthur Maestas ("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 of the 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 May, 2024. ez, Interim Town Clerk APPROVED AS TO William TOWN OF AUNT(, DigiSign Verified: 7EE89D26-0965-4A32-BD21-602BE2930E34 PURCHASE AND SALE AGREEMENT (Water Rights) This Purchase and Sale Agreement ("Agreement") is entered into this 30th day of April, 2024 ("Effective Date") by and between the Arthur Maestas ("Seller"), and the Town of Firestone, acting by and through its Water Activity Enterprise ("Buyer"). Seller and Buyer may be referred to individually as a "Party" or collectively as "Parties." RECITALS 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 mutual promises and covenants contained herein, the Parties hereby agree as follows: 1. Description of Water Rights. The Seller is the owner of one -ninth (1/9t�') of one Share of the Last Chance Ditch Company represented by Share Certificate No. 76 (the "Last Chance Share"). The Last Chance Share has been historically used on the property located in the E %z of the SE `/4 of Section 3 North Range 67 West of the 6th P.M. 2. Historical Use &Transfer. As further consideration, Seller, or Seller's agent, agrees to provide Buyer any and all due diligence materials, on or prior to the Effective Date, stating the manner in which the Last Chance Share has been used by Seller, identifying which acreage has been historically irrigated with the Last Chance Share, the method of irrigation and what crops have historically been irrigated on the acreage with the Last Chance Share. Seller, or Seller's agent agrees to cooperate and participate in good faith with any request necessary to complete any Catlin approval process of the Last Chance Ditch Company or any court proceedings as may be required to change the use of the shares. 3. Purchase Price. The Purchase Price for the Last Chance Share shall be one hundred and five thousand dollars ($105,000.00). 4. Earnest Money. The day that the Buyer executes this Agreement, Buyer shall deliver and deposit with Land Title Guarantee Company earnest money payable in sum of Ten Thousand Dollars ($10,000.00) ("Earnest Money"), which shall become nonrefundable upon completion of the Due Diligence Period as defined in Paragraph 7 of this Agreement. The Earnest Money shall be applied to the purchase price at closing. DigiSign Verified: 7EEM26-09654A32-BD2I-602BE2930E34 5. Dry Up Covenant. Seller shall provide Buyer, at least 10 days before the Closing Date, an executed dry -up covenant in a form acceptable to Buyer, for the lands historically irrigated by the Water Rights. The Seller shall provide in the dry -up covenant, a permanent restriction of irrigation on the property with water from the Last Chance Ditch. Seller warrants that any and all liens or encumbrances on property are subordinate to the provided dry -up covenant and Seller shall be responsible for acquiring all necessary agreements to ensure any liens or encumbrances are subordinate to the dry -up covenant. Seller shall be responsible for any revegetation of the property historically irrigated by the Water Rights to the extent that is necessary. 6. Warranty and Title. Seller warrants that the title to the Last Chance Share will be conveyed free and clear of all liens, encumbrances, assessments, and leases of any kind. Seller agrees to warrant and forever defend the Buyer against all and every person claiming any interest in the Last Chance Share by and through Seller. 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 and Stock Assignment for the Last Chance Share to Buyer at the date of closing. 7. Due Dili _ eg nce. Buyer shall have 45 days following the Effective Date of this Agreement ("Due Diligence Period") to terminate this Agreement if Buyer- is dissatisfied with the Last Chance Share to be acquired hereunder for any reason, in which case the earnest money deposit shall be immediately returned to Buyer. It shall be conclusively presumed that Buyer is satisfied with the Last Chance Share if Buyer fails to send written notice to Seller to the contrary on or before the expiration of the Due Diligence Period, 8. Assessments. All assessments levied by the Last Chance Ditch Company for year 2024 and prior years shall be paid by Seller. Assessments for the year 2025 and future years shall be paid by the Buyer. 9. Transfer and Escrow Fees. Any fees by Last Chance Ditch Company to complete the transfer of the Last Chance Share shall be paid by the Buyer. Seller and Buyers agree to equally pay escrow fees to Land Title Guarantee Company. 10. Deliver_y of the Stock Certificate. Possession of the original certificate evidencing ownership of the Last Chance Share shall be delivered to the Buyer at the time of closing together with properly executed and notarized assignments, Special Warranty Deed, Stock Assignment, and any and all other documents necessary to effectuate the transfer of the Last Chance Share from Seller to Buyer. 11. Closing. The closing of the purchase and sale of the Last Chance Shares will take place on or before July 3, 2024. DigiSign Verified: 7EE89D26-0965-4A32.BD21-602BE2930E34 1 Z. Default. Time 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. 13. Contingencies; Delivery and Consumptive Use. This contract is contingent on a determination by Buyer, in its sole discretion, that there is adequate consumptive use transferable for the agreed price. This contract shall be contingent on any diversion structures, storage structures or other devices necessary for the delivery and use of this water being undamaged and in good working condition. Should any of the contingencies herein not be met between the date of this contract and the date of closing, this contract may, at the option of the Buyer, be declared null and void. 14. Costs and Expenses. Each party shall pay their own consulting, attorney, and brokerage fees and costs incurred as part of this transaction. 15. Notices. All notice and operational communications under this agreement shall be in writing (including electronic form) 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 whore notice is given. All notices which are delivered by US Mail shall be addressed to the following address unless otherwise agreed upon by the Parties: Buyer: Town of Firestone Attn: Julie Pasillas 9950 Park Ave. Firestone, CO 80504 Seller: Arthur Maestri 14151 CR 19 Platteville, CO 80651 16. Entire Agreement. 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 and signed by both parties. 17. 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 with by respective Parties under this contract before the closing date shall be deemed to be continuing and shall survive the closing. DigiSign Verified: 7EE89D26-0965-4A32-BD21-602BE2930E34 18. 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. 19. 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 WHEREOF, the Parties hereto have executed this Agreement on the date and year first above written. BUYER: TOWN OF FIRESTONE Title: SELLER: Name: T 'TOWN