HomeMy WebLinkAbout24-09 Acting by and through its Water Activity Enterprise Approving Purchase and Sale with Weld 45 Acre LLC 1-10-2024RESOLUTION NO . 24-09
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 WELD 45 ACRE, LLC
WHEREAS , Weld 45 Acre, LLC des ires to convey certa in water ri ghts which the Town of
Firestone acting by and throu g h its Water Ac ti vi ty E nterpri se, desires to purchase, s ubject to the
term s and co nd itions se t fo rth in a Purchase and Sale A greement.
NO W, THEREFORE, B E IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLO RADO :
1. The Purchase and Sa le Agreeme nt ("Agreement") between the Town of Firestone,
ac ting by and thro ugh its Water Act ivi ty E nterpri se ("Town"), and Weld 45 Acre, LLC ( 'Sell er")
for water ri ghts is appro ved in s ub stantiall y th e same fo rm as th e copy attached hereto and made
a part of thj s reso luti on , and th e Mayor is auth orized to execute the Agreement on behalf of the
Town.
2. T he To vm Manager and other officers, e mpl oyees and age nts of the Town are
further a utho ri zed to exec ute and deliver a ll documents nece ssary in connection with. the closing
of the purch ase of the water rights, and to do a ll things necessary o n be half of the Town to perfo rm
a ll ob li gat ions of the Town und er the Agreement, including with out limi tation the execution and
delivery of all documents necessary o r required with closing.
INTRODUCED, READ , AN D ADOPTED thi s 10th d ay of January , 2 02 4 .
TOWN OF FIRESTONE , C OLORADO
... .-"10 WN
sEAL
" ·•.. . .. •
Kristi K. Bashor, CMC Town Cler k
DocuSig n Envelope ID: DABA7669-5FB1-4EB1-9424 -F440965886C9
P URCH ASE AN D SA L E AG R EEMEN T
(Wa te r Ri g hts)
J T hi s Purc h ase a nd a le Ag reem e nt ( .. Ag reement'') is e nte re d into thi s \ O~ay o f
_ @litl~ 2024 by a nd be tween W E LD 4 5 A C R E, L LC (" e lle r'"), a nd t he TOWN OF
F l R ESTO WATE R A CT IV ITY E TE RPR IS E ("'Buyer''). e ller a nd Bu yer m ay be refe r red
to indi v idu a ll y as a '·Party•· or co ll e c ti ve ly as "Pa rti es.'·
WH E R EA
to Bu yer ; a nd
RECITAL
e ll e r own s a nd w is hes to co n vey certa in wa te r ri g hts as d escr ibed b e low
WH E R EA S. Bu yer d es ires to acq u ire sa id wa te r r ig hts pursu a nt to th e te rm s a nd
co ndit io n s con ta in ed hereafte r;
N OW, T HE REF ORE. in con s id e ra t io n o f th e mutu a l pro mi ses a nd cove n a nts co nta ined
he re in, th e Pa rti es hereb y agree as fo ll ows:
I. Desc ripti o n of Wa ter Rights. e ll e r is th e owne r of 17 s ha res of the New Coa l Rid ge
Ditc h Co mpa ny . hi s to ri ca ll y used o n Lot B o f th e We ld Co un ty Record ed Exempti o n
No. I 3 11-02-2 (RE -2 81 2). re p rese nted by ce rt ifi ca te no. 195, w hi c h a re he rei na fte r
re ferre d to as "S hares'· o r ··Water Ri g hts:·
2. Pu rc hase Price. T he Purc h ase P r ice fo r the W a te r Ri g hts a nd a ll ri g hts a ppurte n a nt to
t he Wate r Rig hts h a ll be o ne -hundred a nd seve nty th o usand d o ll a rs ($170.0 00).
3. Ea rn est Mo nev. T he Bu yer s ha ll d e pos it te n th o us and d o ll a rs ($10.000) into a n Escrow
Acco unt . w hi c h sha ll b e no nre fund a b le a t th e e nd o f th e Du e Di lige nce Per io d
("·Earn es t M o ney .. ). T h e Earn est M o ney sh a ll be a ppl ied to th e Purc hase Pri ce a t the
c los in g.
4. Ag ree m e nt Da tes . T he fo llow ing dates a re d efi ned fo r th is Agr eem e nt :
a. ··Effect ive Da te·' of t hi s Ag ree m e nt s ha ll be t he date on w h ich th is Agre em e nt
has been mutua ll y exec ute d by t he Pa rt ies .
b. ··C losi n g Da te .. s ha ll be Feb r ua ry 29. 202 4 o r s uc h ea rli e r d ate as agreed upo n
by t he Pa rt ies.
5. War ra nty of T itl e. e ll er wa rra nts t hat t it le to the W a ter Ri g hts w ill be con veyed to
Buyer free a nd c lea r of a ll l iens, e nc um b ra nces. assess me n ts . a nd leases o f an y k ind .
Se ll er ag rees to wa r ra nt a nd fo rever defen d th e Bu yer aga inst a ll an d every pe rson
c laiming a ny in te rest in th e Wate r Ri g hts by a nd t h ro ug h Se ll e r. Th is wa rran ty s h a ll
s urvive th e c los in g of th e tra nsac ti o n and co ntinu e in fu ll fo rce a nd e ffec t s ub seque nt
DocuSign Envelo pe ID: DABA7669-5FB1 -4 EB1 -94 24-F440965886C9
to suc h clos ing. Subj ec t to pay me nt as ab ove provided, and in co mplian ce wi th the
othe r term s and c onditi o ns by Buyer, Seller s hall execute and deliver a Special
Warranty Deed for th e Wa ter Ri ghts to Bu ye r o n th e Clos ing Date. If title to th e Wate r
Ri g hts is not me rc hantab le and no tice of th e defect(s) is g iven by Buye r or Bu yer"s
agent to el ler o r ell er· s agent on o r before closing and such title s ha l I not be rende red
merchantable w ithin 30 days o f s uch no tice . then thi s Agreement, at Buyer·s op ti o n.
s hall be vo id and of no effect a nd eac h Pa rty sha ll be re leased from a ll o bli gati ons
here und e r.
6. Du e Dilige nce. Bu yer s ha ll have up to 45 da ys fo ll ow in g t he depos it of the Ea rnest
Mone y ("·Due Dili ge nce Peri od'') to terminate thi s Ag reeme nt if Bu yer is d issati s fi ed
with the Water Ri g hts to be acquired he re und e r fo r an y reaso n. Bu yer may term inate
th e Purc hase a nd a le Agreement at an y time and fo r any rea so n pri o r to th e end of
th e Due Dili ge nce Pe ri o d. a nd the Ea rn est Mo ney shall be refund ed in full upon
written no ti ce of te rmin ati o n. It shall be co nc lu sive ly pres um ed t ha t Bu yer is sati sfied
w ith the Wate r Ri g hts if Buye r fai ls to se nd writte n no tice to e ll er to the co ntrary o n
o r befo re th e ex pira ti on o f the Du e Dili gence Pe ri od. If Buye r se nd s notice of its
d issa ti s facti o n with the Water Ri ghts, e ller s hall ha ve IO days fo ll owin g actual
re ce ipt o f s uch no ti ce o f d issat is fact io n to e ith e r to (I) g ive notic e tha t Se ll er e lects to
cure so me or all of th e iss ues de sc ribed in the no ti ce. or (2) g ive notice t ha t Se ll er
e lects to not cure s uch iss ues. If e ll e r e lects no t to c ure a ll such iss ues Bu yer shall
have as its exc lu s ive rem edies. th e ri g ht to te rmina te thi s Ag ree me nt. or to wa ive an y
iss ues e ll e r has e lected no t to c ure. The Se ll e r hal I not accept o r co nsider oth er offer s
fo r the Property durin g th e Due Dili ge nce Pe ri od .
7. Di tc h Co mpany Right of Fi rs t Re fu sa l. The New Coa l Rid ge Ditch Co mpany ho ld s a
r igh t of firs t refusa l to matc h th e te rm s o f thi s Agreement to acqui re the Water Rights.
ell e r is req uired to s ubm it th e te rm s o f the Bu ye r·s o ffer to the New Coa l Rid ge Ditc h
Co mpany fo r their co ns iderati o n. Thi s Ag reem e nt s hall be voi d if th e ew Coa l Ridge
Di tc h Co mpany exerc ises its rig ht o f fir st refusa l and e nters into a co ntr ac t to acquire
th e Water Rig hts un der the sa me terms as defined here in .
8 . Assessments. A ll assessme nt s lev ied by th e ew Coa l Rid ge Ditch Co mpan y fo r year
2023 s hall be paid by e ll e r. Assessments for th e yea r 2024 and future years s hal l be
pa id by Bu ye r.
9. T rans fer Fee. Any fee s imposed by ew Coa l Ridge Ditch Compan y to c o mpl ete the
tran s fer o f the Wate r Ri ghts s ha ll be paid by Bu ye r.
I 0. De livery of toc k Ce rtifi cate. Possess io n o f th e o ri g ina l certificate(s) ev idencin g
ov nership of th e Water Ri g ht s s ha ll be de li vered to th e Bu ye r at the tim e of c los in g
DocuSign Enve lope ID: DABA7669-5FB1-4EB1-942 4 -F44 0965886C9
toge th e r w ith pro pe rly executed a nd nota ri zed ass ig nm e nts. pec ia l Wa rran ty Deed
a nd any a nd a ll o th er docu me nts necessa ry to e ffec tua te th e tra nsfe r of th e Water
Rig hts fro m e ll e r to Bu ye r.
11. C los in g. T he c los in g for th e purc ha se and sa le or th e Wate r Ri g hts w ill take place on
o r before th e C los ing Date de fin ed here in .
12. Defa ult. T im e is o f th e esse nce herein a nd if a ny payment o r a ny o th e r co nditi on
th e reof is not made. te nde red o r pe rfo rmed by ei th e r party, th e n thi s Agreemen t, at th e
o pt io n of th e Pa rty who is not in defa ult , may be te rmi na ted in whi c h case th e no n
defa ul t in g party may recove r s uch da mages as may be pro pe r. In th e eve nt of suc h
de fau lt by e ll er. w he re Bu ye r e lec ts to trea t th is Agreeme nt as be in g in full fo rce a nd
effect. the Bu ye r s ha ll ha e th e ri ght to a n act io n fo r specific perfor ma nce a nd
da mages.
I 3. Hi sto rica l Use & Tra nsfe r. e ll er, o r Se ll e r·s age nt, ag rees to mee t with Bu ye r. or
Buye r· s agent, wi thin 30 days of th e Effect ive Date fo r th e purpose of provi din g Buyer
wi th info rm at io n concernin g the h istori c use of t he Water Ri g hts . w hic h may in c lud e
the fo ll ow ing:
a. Info rm a ti o n s how in g th e hi sto rical use of the Wate r Ri g hts.
b. e ller·s coo pera ti o n a nd pa rti c ipa ti o n in good fa ith w ith a ny requests
necessa ry to co mpl ete a ny Cat lin ap prova l process of the ew Coa l Rid ge
Ditc h Co mpa ny o r a ny co urt proceedi ngs as may be requ ire d to c ha nge th e use
of th e shares.
14. Cos ts and Expe nses. Eac h party s ha ll pay th e ir ow n co nsul tin g a nd a ttorn eys fe es a nd
costs in c urred as pa11 o f thi s tra nsacti o n.
15. ot ices. A ll noti ces a nd ope ra ti o na l co mmuni ca ti o ns unde r thi s agreeme nt s ha ll be in
wri ti ng except as othe rwise prov ided fo r in t his Ag ree ment. A ll suc h no t ices an d
co mm uni ca tio ns s ha ll be dee med to have bee n d ul y g ive n o n t he da te of service, i f
de live red a nd se rve d pe rso na ll y. o r se rved via e-mai l o n t he pe rso n to w ho m notice is
given. A ll noti ces sha ll be de li ve red by US Ma il to th e fo ll owing addresses unl ess
oth erwise agreed upo n by t he Pa11ies:
B uy er:
Town of Firesto ne
Attn : Juli e Pas ill as
9950 Pa rk Ave .
Fi resto ne, CO 80504
DocuSign Envelope ID. DABA7669-5FB1-4E81-9424-F440965886C9
Seller:
Weld 45 Acre, LLC
Lee Petrides
9202 S Rockport Ln
Hi g hl a nd s Ra nc h , CO 80 126
16. Enti re Agreem e nt. T hi s Agreeme nt represent s the co mpl ete agreement between the
Parties a nd no ora l m od ificat io n s ha ll be recog ni zed. A ny a m e ndm e nt or add iti o n s
s ha ll be made in wr itin g s igned by both parties.
17. Survival of C los ing. T he repre sentati o n s. wa rra nti es and indemnities made by the
partie s to t hi s con t ract a nd th e covenants a nd agreeme nts to be pe rfo rm ed o r co mplied
wi th by the re s pective parties under thi s contract before th e closing date sha ll be
deemed to be conti nuin g and s h a ll survive the clos in g.
18. Binding Effect. This Agreement s ha l I be binding upo n and inure to th e benefi t of the
Pa rti es hereto a nd thei r respecti ve he irs, admini strators. su ccessors and assigns.
19. Jurisdiction a nd Venue . T hi s Agreement sh a ll be governed a nd its terms co n strued
under the laws of the State of Colorado a nd venu e s ha ll be in t he County of Weld.
DocuSign Envelope ID: DABA7669-5FB1-4EB1 -9424-F440965886C9
WITN E WH EREOF. the Partie s hereto have executed this Agreement on th e date and yea r
first above written
BUYER : SELLER:
TOW OF FIRESTO E WELD 45 ACRE, LLC
Print: Lee Petrides
Title: Mtt~ DY Title: Manager
4946872 02/29/2024 03:33 PM
Total Pages: 2 Rec Fee: $18.00 Doc Fee: $17.00
Carly Koppes -Clerk and Recorder, Weld County , CO
Special Warranty Deed
(Water Rights)
This Deed, made on thisl1 day of February 2024 between Weld 45 Acre, LLC, a
Colorado limited liability company ("Grantor") and the Town of Firestone Water Activity
Enterprise ("Grantee"), whose street address is 9950 Park Ave., Firestone, CO 80504, County of
Weld, and State of Colorado.
WITNESSETH, that the Grantor, for and in consideration of the sum of Ten Dollars
($10.00) and Other Good and Valuable Consideration in hand paid, the receipt and sufficiency of
which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents
does grant, bargain, sell, convey and confirm unto the Grantee, its successors and assigns
forever, the water and water rights, described as follows:
Seventeen (17) Shares of capital stock in the New Coal Ridge Ditch Company ("Coal
Ridge Shares") represented by stock certificate no. 195; and
TOGETHER will all and singular the rights associated with ownership of the above
referenced shares in and to the New Coal Ridge Ditch Company and all associated rights in and to
ditches, easements, reservoirs and structures associated with delivery of the water and water rights,
all hereditaments and appurtenances thereunto belonging, or in any way appertaining, the reversion
and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right,
title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to
the above bargained premises, with the hereditaments and appurtenances;
TO HAVE AND TO HOLD the said water rights above bargained and described unto
the Grantee, its successors and assigns forever. The Gran.tor for itself, its heirs and personal
representatives or successors, does covenant and agree that it shall warrant and forever defend
the above bargained water rights in quiet and peaceable possession of Grantee, its heirs,
successors and assigns, against all and every person or persons claiming the whole or any part
thereof, by, through or under the Grantor.
IN WITNESS WHEREOF, the Gran.tor has executed this deed on the date set forth
above.
Special Warranty Deed
(Water Rights)
E-RECORDED
This Deed, made on this .l,1 day of February 2024 between Weld 45 Acre, LLC, a
Colorado limited liability company ("Granter") and the Town of Firestone Water Activity
Enterprise ("Grantee"), whose street address is 9950 Park Ave., Firestone, CO 80504, County of
Weld, and State of Colorado.
WITNESSETH, that the Granter, for and in consideration of the sum of Ten Dollars
($10.00) and Other Good and Valuable Consideration in hand paid, the receipt and sufficiency of
which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents
does grant, bargain, sell, convey and confirm unto the Grantee, its successors and assigns
forever, the water and water rights, described as follows:
Seventeen (17) Shares of capital stock in the New Coal Ridge Ditch Company ("Coal
Ridge Shares") represented by stock certificate no. 195; and
TOGETHER will all and singular the rights associated with ownership of the above
referenced shares in and to the New Coal Ridge Ditch Company and all associated rights in and to
ditches, easements, reservoirs and structures associated with delivery of the water and water rights,
all hereditaments and appurtenances thereunto belonging, or in any way appertaining, the reversion
and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right,
title, interest, claim and demand whatsoever of the Granter, either in law or equity, of, in and to
the above bargained premises, with the hereditaments and appurtenances;
TO HAVE AND TO HOLD the said water rights above bargained and described unto
the Grantee, its successors and assigns forever. The Granter for itself, its heirs and personal
representatives or successors, does covenant and agree that it shall warrant and forever defend
the above bargained water rights in quiet and peaceable possession of Grantee, its heirs, •
successors and assigns, against all and every person or persons claiming the whole or any part
thereof, by, through or under the Granter.
IN WITNESS WHEREOF, the Granter has executed this deed on the date set forth
above.
State of Colorado
@)
County of ~"'bov. \ der'
Grantor:
Weld 45 Acre, LLC
By: ~( r ~~ ~. p<2.,'\v-,0~5
Title: tfa.A.J--4.fF": LJ_ c_
)
)ss.
)
KRISTEN ROCHESTER
\
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 202140260711
Mv CommlNIOn i:;•nlrea: June 30, 2026
The foregoing instrument was acknowledged before me on this dax o~February).1 , 20~4 by
~~:J).:1efridcSas ~tr' of Weld 45 Acre, LLC 1 A L:.Dlovc,..oto L~rrd-eP{
Witn~~I ~~~~~~
My commission Expires: ~ Ju.nc 2JJZ5
~,_____
Notary Public