HomeMy WebLinkAbout23-96 Approving Purchase Contract to Buy and Sell Real Estate Water Activity Enterprise and Virginia Ruge 10-25-2023RESOLUTION NO. 23-96
A RESOLUTION OFTHE BOARD OFTRUSTEES OF TI-IE TOWN OF
I
FIRESTONE,COLORADO APPROVINC A PURCIIASE CONTRACT TO BUY
AND SELL REAL ESTATE RETWEENT"E TOWN OF FIRESTONE WAII.*,R
ACTIVITY ENTERPRISE AND VIRGINIA RUGE
'All I L-'RI,,,AS, the "..ow oIJIresnme a Colorado municipal corporation. acting buy and through its
Town ofFirestone Water Activity Enterprise desires to purchase the Virginia Ruge Property which
includes (.,'oal Ridge Duch Coinpany, Shares and associated water. water rights, easements. ditch and ditch
rights associated with such shares. and
WI lEI'RlI-'.AS, such purchasesupports theTown offirestone*s 2020-2050 Water Action Plan's
express goal ofacquivita g Coal Ridge Ditch Company water rights: and
Wl 11"REAS, staff thus recommends that theBoard Of I'llIstees approve the Purchase Contract to
Buy and Sell Real Estate.
NOW, 'I'lif"REYORE. 1 E"I"I'REISOLM-1) IIY'1'1]E BOARD 01"TRUSTEIS OFTHE'
I a 'I"he Purchase Contract to Buy and Sell Real Estate between theTmvn off'irestone A"ater
Activity I 'titerprise and Virginia Ruge is approved in substantially the sanic torm as the copy attached
hereto and made a part ofthis resolution and the )vlayor is authorized to execute the (I ontracl on behalfot'
theTown.
2. The'foxvll Manager and other officers, employees and agents ofthe 1*()wtl are further
authorized to execute and deliver all documents necessary in connection with the closing of the purchase
of the Property and Water Rights. and to do all things necessary on behall'oftheTown to perform all
Obligations ot theTown under the Agreement., inclUding without limitation the execution and deliveil,, of
all dOCLU'rients necessary or required in connection \x-ith closing.,
I -I -.
INJ'R0DU( I EII READ AND M)OPTEID this 25th day of October, 201'
It OfAIRFSIX , F. COLORADO
Drew Alan Peterson. Mayor
Xrf 7.
"4i K. Wshor� 04C Tbwn Clerk
PURCHASE CONTRACT TO BUY AND SELL REAL ESTATE
++- THIS CONTRACT is made and entered into this ,2Zday of October, 2023, by and between
the Town of Firestone rater Activity Enterprise, hereintdier referred to as "Town" or "Purchaser",
and Virginia E Ruge hereinafter collectively referred to as or "Seller",
NOW, THEREFORE, for and in consideration of the promises, payment, covenants, and
undertakings hereinafter set forth, and other good and valuable consideration, which is hereby
acknowledged and receipted for, the Purchaser and Seller agree as follows:
PROPERTY AND PURCHASE PRICE
1, Purchaser hereby agrees to purchase, and Seller agrees to sell, on the terns s and
conditions set forth in this Contract, the following described real property and interests in real estate,
hereinafter collectively referred to as the "Property", located in the County of Weld, Colorado, and
situated in the Northeast 1/4 of Section 3, Township 2 South, Mange 67 West of the 6111 P.M., to wit:
x, The total purchase price for the fee simple acquisition of Seller's owned interests,
whether in fcc or by way of claim of right or adverse possession, in approximately 68 acres,
more or less, described as Lot B, RECX20-0010 and as depicted on Exhibit A, attached
hereto (the "Parcel"), together with all easements and other appurtenances thereto; and all
improvements and fixtures thereon at the time of execution hereof, except as excluded in
Paragraph I. c. below, at the set purchase price referred to in Paragraph 4, with no
ajustrnerns for any discrepancies, conflicts in boundary lines, shortage in acreage,
encroachments, availability of ingress or egress, and any facts as disclosed by the ATLA
engineering survey and inspection of the Parcel;
(i) In addition to the other appurtenances, the Parcel includes an
appurtenwit 30' access easement to, over and across Seller's retained property at 9880 County
Rd 26, Weld County. Such easement is shown on Exhibit A and described as "30' Shared
Access & Utility Easement Across Lot A, REC. 20-0010 for the Benefit of Lots A & B
RECX20-0010." (the Shared Easement"), The rights and obligations regarding the Shared
Easement are further defined and set out in the Deelziration of Shared Access and
Maintenance, attached as Exhibit B hereto, which shall be recorded prior to the recording of
die conveyance documents to Purchaser and which the Purchaser hereby acknowledges and
agrees to be bound by its to and conditions.
K Fee supple estate in the following water rights, which are hereinafter collectively
referred to as the "Water Rights":
(i) 45 shares of the capital stock of the New Coal Ridge Ditch Company
C'Coal Pidge Shares" represented by Stock Certificate No. 245, and
(d) All water and water rights, easements and ditch and ditch rights
associated with the Coal Ridge Shares; and
(iii) All interests of Seller in and to all other water and water rights, ditches
and ditch rights, 'wells and well rights, springs and spring rights, lateral rights or shares in
lateral companies, and any other vested or inchoate rights and interests in surface water and
subsurface water, if any, attached or appurtenant to, or used for irrigation of or domestic or
other uses on the Parcel; and
(iv) All interests of Seller in any easements, ditches, diversion boxes, wells,
pumps, irrigation facilities and other water conveyance structures, whether located on or off
the Parcel, that are used to convey any water yielded by the Water Rights to the Parcel,
cAll items of personal property, including outbuildings, shall be removed from the
Parcel at Seller's expense prior to the date of Closing, Only the above -ground portions of
outbuildings shall be removed; concrete pads, silage bunkers, fencing, and utility poles may
remain in place,
2. The location and legal description for the Parcel is as indicated on Exhibit A, attached
hereto and incorporated herein by reference.
3. Within five (5) days of Seller's execution of this Contract, Seller shall provide copies
of any engineering and/or survey work for the Property in possession of Seller. To shall contract
for an ALTA engineering survey of the Parcel, sufficient to satisfy, the requirements of the Title
Company to delete the standard pre-printed exceptions from the Purchaser's title policy, as set forth
in Paragraphs 6 and 7, below. The survey shall be certified to the Town, Seller and the Title Company.
The survey shall include the legal description for the Parcel, and shall include a certificate of the
acreage of the Parcel, as described and detennined by the surveyor, Purchaser shall pay for the cost
of the ALTA survey, The survey inust be acceptable to Purchaser in its sole discretion and the survey
shall be provided to Purchaser within 23 days of the Effective Date. The surveyed legal description
for the Parcel shall be appended to this Contract to become part of Exhibit A once prepared and
approved by Seller. Purchaser may request that Seller at closing convey the Parcel by either or both
of the legal descriptions contained in Exhibit A hereto or in the final survey, with such conveyance to
be by special warranty deed. In the event that the legal descriptions contained in Exhibit A hereto
and in the final survey differ, the Parties, acting in good faith, shall agree on the appropriate legal
description for inclusion in conveyance documents.
4. The total purchase price of the Property shall be One Million Four Hundred Thousand
Dollars ($1,400,000,00) which shall be payable by Purchaser in cash, certified funds, wire transfer or
To check (if acceptable as "good funds" under Colorado law) as follows:
a. Upon execution of this Contract, Twenty -Five Thousand Dollars ($25,000,00) as
earnest money deposit and part payment of the purchase price, to be paid by To check
made payable to Land"Title Guarantee Company, 772 Whalers Way Suite 100, Fort Collins,
N
Colorado Cl(97) 282-3649 (the "Title Company"), and to be held by the Title Company in
escrow and applied to the total purchase price C'Earnest Money"), and
b. One Million Three .1-lundred Seventy-five Thousand Dollars ($1,375,000.00) less any
credits provided for herein shall be paid by Purchaser at Closing.
NO ASSIGNMENT
5. Seller shall not assign Seller"s fights and obligations hereunder without Purchaser's
prior written consent. Purchaser shall not assign its rights and obligations hereunder without Seller's
prior written consent.
TITLE, EASEMENTS, AND CLOSING
& This Contract shall become binding on the Parties if signed by the Parties on or
before October 27,2023. Within 14 days of the Effective Date:
a. Seller shall furnish to Purchaser, at Seller's expense, a current ALTA form title
insurance commitment insuring the Purchaser's ownership of a fee simple interest in the
Parcel. The commitment shall be issued by the Title Company or other title company
designated by Purchaser which maintains an office in Weld County, Colorado, and which is
authorized to do business in the State of Colorado, to insure the Purchaser's o"iership of the
Parcel in an amount of $1,400,000.00. The title insurance commitment shall be on a form
acceptable to Purchaser and shall include copies of all documents identified in the schedule
of exceptions. Seller shall have a title insurance policy delivered to Purchaser as soon as
practicable after closing, and Seller shall pay that portion of the title premium based cat a
$700,000.00 title insurance policy with Purchaser paying the balance of the full title policy
premium at closing.
b. Seller shall furnish to Purchaser, at Sellcr's expense, executed copies of all surface
and nimenal leases, surveys, inspection results or other reports in Seller's possession
pertaining to the Property, and shall disclose in writing to Purchaser all easements, liens,
licenses, or other matters not she by the public records pertaining to the Property, or of
which the Seller has actual knowledge.
0. Seller shall furnish to Purchaser, at Seller's expense, executed copies of all relevant
files and other info ration in Seller's possession or reasonably available to Seller
pertaining to its title to and use of the Water Rights, including but not limited to any and
all deeds, contracts, abstracts, engineering reports, maps, surveys, and existing restrictive
dry -up covenants and easement agreements.
clSeller shall meet with Purchaser's engineer or other authorized representatives and
provide info anon regarding the historical use of the New Coal Ridge Shares and shall
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assist Purchaser in obtaining any other relevant information known to Purchaser related to
the historical use of the New Coal Ridge Shares.
a. Seller shall remove all personal property existing on the Parcel which is not
specifically included and described in this Contract and which will be retained by Seller.
7. Title to the Property shall be merchantable in the Seller, and the title car nmitrent and
title policy shall contain no exceptions other thaw
a. taxes and assessment for the year of closing, which shall be adjusted and prorated to
the date of delivery of the deed, based on the most recent levy and assessment; and
brights-of-way, easements, restrictions, mineral reservations, and other matters of
record, acceptable to Purchaser, and those non -recorded matters shown on the survey, if any,
acceptable to Purchaser.
Taxes for the year of closing shall be prorated to the date of closing based upon the most recent levy
and assessmenr, and such proration shall be a final settlement. Seller shall execute an affidavit in a
form reasonably acceptable to Purchaser concerning mechanic's liens and take all other steps
reasonably necessary to attempt to obtain the deletion of the standard pre-printed exceptions found in
the title commitment.
& Purchaser shall have the right to inspect the title documents and the information
provided by the Seller pursuant to Paragraph 6, and to conduct such other reviews as it deems
necessary to determine the state of title to the Property and the state, of the Water Rights, including
the quantity and quality of all Water Rights, whether associated with ditch shares or otherwise,
their historical use and related items necessary for a change of water rights. The Seller agrees to
reasonably cooperate, at no cost to Seller, with Purchaser in conducting such reviews and herby
of and authorizes Purchaser to complete research as necessary at the New Coal Ridge Ditch
Company's offices, and shall reasonably assist Purchaser, at no cost to Seller, in securing the
necessary historical data for every water right that is subject to this Contract, Purchaser shall have
until December 6, 2023 to terminate this Contract if Purchaser is dissatisfied with the Property or
Water Rights to be acquired hereunder for any reason (the "Objection Deadline"). If Purchaser
provides written notice to Seller on or before the Objection Deadline of Purchaser's intent to
terminate this Contract, Purchaser shall be entitled to th.e return of all Earnest Money.
9. The date and time of closing shall be 9:00 ain on Friday, December 15, 2023 or such
earlier date and time as may be set by mutual written agreement of the pwlies. The place of closing
shall be the offices of Title Company or such other place as may be designated by mutual written
agreement of the parties, The Purchaser may extend the, closing for up to thirty, (30) days upon NNTitten
notice to Seller., if Purchaser determines such extension is necessary for the adoption and final
effectiveness of the measures described in Paragraph 20.
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l tl. Purchaser and Seller shall sign and complete all customary or required documents at
or before closing. Settlement sheets for the closing shall be furnished by Seller to the Purchaser at
lest three 3 working days before the date set for closing, subject to Seller's receipt from the Fide
Conmany providing such settlement sheets, Costs and fees for escrow, real estate closing and
settlement services shall be paid at closing fifty (50) percent by Seller and rifi (50) percent by
Purchaser,
aser ,
11. An, encumbrance required to be paid by Seller shall be paid at or before, the time of
closing from the proceeds of this transaction or from any other source.
11 At the tune of closing and upon Purchaser's cone Banco with the terins and provisions
of"this Contract, Seller shall deliver,.
a A good and sufficient warranty geed in a font acceptable to Purchaser, properly
executed and ;acknowledged, conveying the surveyed and deeded Parcel free and clear o
all liens, tenancies and encumbrances, subject to all statutory exceptions as defused in
Section 3 -3 1-11 (5)(a), `K&
b; A good and sufficient special warranty deed in a fdrrin acceptable to Purchaser,
property executed and acknowledged, conveying all of Seller's interests in the Water Fights
described. in Paragraph 1
b. A good and sufficient bargain and sale deed in a form acceptable to Purchaser,
properly executed and acknowledged, conveying all of Seller's interests %n any gore or outer
areas for which :yeller may have an interest or claim thereto, whether by reason of fence
locations, boundary discrepancies, adverse possession or any other cause;
If requested by Purchaser, a good and sufficient assignment and bill of sale in a fonn
acceptable to Purchaser, conveying any rights in personal property as described in paragraph
La. and Le., ., above;
d. A letter from the New Coal midge Ditch Company stating that, based on their records
d inreliance can those records, the Seller's ownership of Seller's shares in such Company
are free and clear of all liens, encumbrances and assessments;
ents
C. Properly = executed and acknowledged assignments in fortir acceptable to Purchaser
arad the New Coal Ridge bitch Company and addressed to the Secretary of the New Coal
Midge Ditch Company requesting conveyance of Seller's share in such Company to the
Purchaser,
Seller's stock certif`rcate(s reflecting Seller's current ent ownership of those Water Rights
evidenced by stock certificates). Purchaser shall send said stock certi icate(s), along with tlae
transfer requests and a copy of the deed for the Water lights to the appropriate water
companies for the issuance of new stock certificate(s) indicating Purchaser's ownership of the
Water Rights.
IL The Affidavit of Historical Use described in Paragraph 14.a, below, which shall be
properly executed and acknowledged, and in forms required by this Contract or tithe se
acceptable to Seller. Purchaser shall pay for all ordinary costs and fees imposed by the water
companies to transfer Water Rights to Purchaser.
i, All instruments, certificates, affidavits, and other docurnents necessary to satisfy the
requirements listed in the title con-unitinent;
j. An update of the title connnitment, at Seller's expense, showing title to the Parcel to
be subject only to the permitted exceptions determined by Paragraphs 6-8, above;
k. A certification that the representations and warranties of Seller pursuant to Paragraph
17 continue to be true and correct as of the date of closing, to the best of the Seller"s actual, present,
knowledge, however, if at any time after the Effective Date, Seller becomes aware of information
which causes a representation or warranty contained in this Agreement to become untrue in any
material respect, Seller shall promptly disclose said information in writing to Purchaser. So long
as the information making the representation or warranty untrue is first obtained by Seller or the
occurrence of events first arising) after the Effective Date and not caused by the intentional
misconduct of Seller, Seller shall not be default under this Agreement; and
1. Seller's closing costs, instructions regarding distribution of the proceeds from the
Purchase Price as between the Sellers and any other docurnents required by this Contract to
be delivered by Seller to the Title Company or reasonably required by Purchaser or the Title
Company in contiection herewith.
13. At the time of closing and, upon Seller's compliance with the terms and provisions of
this Contract, Purchaser shall deliver,
a. The purchase price; and
b. Purchaser's closing costs and any other documents required by this Contract to be
delivered by Purchaser to the Title Company or reasonably required by Seller or the Title
Company in connection heremith,
14, With Regard to the Water Rights:
a. On the date and time set for closing, Seller shall deliver to Purchaser Affidavit of
Historical Use in the forrit of Exhibit C attached hereto and incorporated herein),
in which Seller provides, to the best of their actual, present, knowledge, information
about the historical use of the Water Rights, as shown on Exhibit C,
b: Seller warrants and represents that, to the best of Seller's actual, present knowledge,
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the Water Rights have not been abandoned.
C: Should Purchaser institute a court action, after the closing, for the confirmation of
use of all or part of the Water Rights, Seller shall not challenge or oppose the
judicial approval sought in such action, nor attempt in any way to hinder or limit
the manner or place in which the Water Rights conveyed may be used by Purchaser,
At Purchaser's request, Seller shall cooperate, at no cost to Seller, in any judicial
proceeding, including providing testimony therein. Seller agrees to reasonably
cooperate with Purchaser in all respects in regard to providing information
necessary for Purchaser to effect transfer of the Water Rights and to change the use
of said water from irrigation to all municipal uses to be made by Purchaser,
including the preparation of and the giving of testimony at any hearings and trials,
provided that such cooperation is at no cost to Seller.
& Seller is responsible for the payntent of any assessments imposed by the ditch
company on the Water lights in 2023. Purchaser will be responsible for the
payment of any assessment in 2024.
C. Seller represents, to the best of Seller's actual, present knowledge, that no other
person has any legal or equitable right to use the Water Rights,
15. Possession of the Property shall be delivered to Purchaser on the date and time of
Closing.
16. Time is of the essence hereof. Accordingly:
a. If Purchaser should fail to perfornt according to the tern -is and conditions of this
Contract, Seller may in writing declare this Contract terminated, in. which event Seller shall
be entitled to dens and receive the Earnest Money as liquidated darnages. It is agreed that
such Earnest Money is liquidated darnages and is Seller's sole and only remedy for
Purchaser's failure to perform the obligations of this Contract. Seller expressly waives the
remedies of specific performance and additional damages, except that any damages for breach
of Purchaser's obligations under Paragraphs 19.d, 36 and 37 shall be in addition to the Earnest
Money deposited.
b. If Seller is in default, Purchaser may elect to treat this Contract as terminated,, in which
case all Earnest Money and other things of value received by Seller hereunder shall be
inartediately returned to Purchaser, or Purchaser may elect to treat this Contract as being in
full force and effect and Purchaser shall have the right to an action for specific performance
or damages, or both. Anything to the contrwy notwithstanding, in the event of any litigation
or arbitration arising out of this Contract, the court may award to the prevailing paity all
reasonable costs and expenses, including, reasonable attorneys' fees.
REPRESENTATIONS AND WARRANTIES
a
17. Seller, Virginia Ruge hereby represents and warrants to tile Town of Firestone,
Colorado, Purchaser, that as of the date of the signing of this Contract, to the best of her actual, present
a, Seller has received no actual notice of, and has no other actual Irnowledge of, any
litigation, claim or proceeding, pending or currently threatened, which in any manner affiects
the Property;
b. Seller has received no actual notice, and has no other actual knowledge of, any current,
existing violations of any federal, state or local law, code, ordinance, rule, regulation, or
requirement affecting the Property;
cSeller has the full right, power and authority to transfer and convey the Property to the,
Purebaser as provided in this Contract and to carry out the Seller's obligations under this
d. To Seller's actual, present knowledge, each and every document, schedule, itern and
other delivered __ delivered bythe Seller ~__ Purchaser hereunder, ~~
made available to the purchaser for inspection hereunder, is true, accurate and correct;
a. To Seller's actual, present knowledge, Seller has not entered into any agreements with
any private Person or entity or with any governmental or quasi-governmentat entity with
respect to tbe Property that may result in liability or expenses to Purchaser upon the
Purchaser's acquisition of all or any portion of the Property;
f, Seller has received no actual notice of any special assessments proposed as to the
9. To Seller's actual, present knowledge, the execution and delivery of this Contract and
the perfonnance of all of the obligations of the Seller thereunder will not result in a breach of
or constitute a default under any agreement entered into by the Seller or under any covenant
or restriction affecting the Property;
It, To
actual, present luiowledge of any third parties who may have the right to claim or assert, any
easement, right-of-way or claim of possession not shown by record, whether by grant,
prescription, adverse possession or otherwise, as to any pail of the Property except those
roadways, irrigation ditches, irrigation laterals, and irrigation structures, if any, which are in
place &s of the date of execution of this Contract;
L Seller has no actual, present knowledge that any part of the Parcel has ever been used
removed from the Parcel prior to the use of the Parcel for any purpose which would be
permitted by law but for the existence of said materials on the Parcel;
j. To the best of Seller's Imowledge, Seller has not caused or Permitted the release of
any hazardous substance on the Parcel. The to "hazardous substance" and "release" as used
in this Contract shall have the sarne meaning and definition as set forth in Paragraph (14), (22)
and (23), respectively, of Title 42 U.S.C. Section 9601; provided, however, that the term
"hazardous substance" as used in this Contract shall include "hazardous wm, te" as defined in
Paragraph (5) of 42 U.S.C. Section 6903;
k, To the best of Seller's actual, present, knowledge, no underground storage tank, as
that to is defined by federal statute or Colorado statute, is located on the Parcel which under
applicable governmental law or regulation is required to be upgraded, modified, replaced,
closed or removed;
L Seller has received no actual notice from any oil compapy or related business, of any
intention to conduct operations for the drilling of any oil or gas well on the Parcel, whether
such notice is in the form of a "thirty -day notice" under the rules of the Oil and Gas
Conservation Commission of the State of Colorado, a notice to continence earthwork for
drilling operations, a notice for the location of access roads, or any other notice of any kind
related to the conduct of operations for such drilling;
M. There are no leases, tenancies or rental agreements relating to the Property or any part
thereof which cannot be tenninated by Seller on or prior to the date of closing; and
n. Seller is not a foreign person and is a resident of the State of Colorado. Tberefore,
withholding of Federal Income Tax and Colorado Income Tax iroin the antount realized will
not be made by Purchaser. At closing, Seller shall execute and deliver a Certification prepared
in corimmiance with IRS regulations under Section 1445 of the Internal Revenue Code said
an Affirmation prepared in confort-nance with C.R.S. § 39-22-604.5, if required by the Title
Company.
18, Seller shall at the time of closing certify in writing to the Purchaser that the above and
foregoing representations and warranties remain true and correct as of the date of closing. If any of
the above and foregoing representations and warranties no longer rentain true and correct as of the
date of closing, Seller shall certify which representations and warranties no longer remain true and
correct.
INSPE MON
19. Purchaser and its agents, at all times during the term of this Contract, shall have access
to the Parcel for the purpose of conducting tests, studies, and surveys thereon, including without
limitation, enviroranental audits, soil and subsoil tests, historical use investigations regarding the use
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of the Water Rights and an ALTA survey and other surveys. Purchaser may have performed at its
option and/or expense the following inspections:
a. Soil and percolation tests;
b. Inspections for asbestos, PCB's, underground tanks, or other hazardous substances;
C. Drilling of a wall for groundwater testing; and
d. Any other tests and/or studies deemed necessary by Purchaser which do not damage
the property, including but not limited to an environmental assessment.
e. Purchaser shall promptly provide to Seller copies of the results of all such tests,
inspections, and studies obtained regarding the Property following the receipt of same by
Purchaser. Any inspections conducted by Purchaser shall not mitigate or otherwise affect
Seller's representations and warranties, as set forth above. Purchaser shall be responsible for
all claims and liability for damages, loss or expenses caused by, or any injury or death to ally
person or damage to property which is connected with or results from, the entry upon the
Parcel by Purchaser for the inspections permitted herein, unless caused by the sole negligence
or willful and wanton act of Seller.
X After the Effective Date, Purchaser may, at its expense obtain a Phase I environmental
audit of the Property. 1Ire Phase I envirorunental audit must be satisfactory to the Purchaser in its
sole discretion. Purchaser may, at least fourteen (14) days prior to the closing obtain a Phase 11
envirownental audit of the Parcel. If either the Phase I or Phase 11 environmental audit is not
satisfactory to the Purchaser, it shall within five (5) days of the receipt of the audit give Seller written
notice of environmental defects. The Purchaser at its option, may request Seller remedy any
environmental defects existing on the property, inay complete`the transaction notwithstanding any
environmental defects or may, upon written notice to Seller, declare the Contract terminated,
whereupon all Earnest Money shall be returned to the Purchaser, all other things of value received
hereunder shall be unmediately retumed to the Parties and each Party shall be released from their
obligations pursuant to this Contract except for the obligations set forth in this Paragraph 20. Should
Purchaser request remediation of any and environmental defects, and Seller agrees, in her sole
discretion, to conduct such remediation, Parties hereby agree this Contract and all relevant deadlines
herein shall be automatically extended for thirty (30) days to allow for such rernediation. Should the
Contract be to 'hated after Purchaser conducts any of the testing described above, Purchaser at its
expense shall restore the surface of any area disturbed by its inspection to as close as practicable to
the condition that existed prior to such inspection.
21. In addition to all cattier rights and remedies of Purchaser and Seller as set forth and
provided for in this Contract, Seller agrees that Purchaser shall have the right to tenninate this
Contract and to make the same of no torther force and effect for any of the following reasons:
Om
a. If the representations and warranties of the Seller as set forth and provided for in
Paragraph 17 above are not true and correct as of the date of the closing of this transaction, as
may have been updated or revised pursuant to Paragraph 12.1.; or
b. If Purchaser deternn nes, in its sole discretion, that the cost to manage, treat, abate, or
remove any hazardous substances found on the Parcel is uneconomical as a result of any
conditions disclosed by tests conducted hereunder; or
cIf any part ofthe Property is condernned, or if proceedings for such condemnation are
con-anenced or notice of condemnation is received by Seller from a conderaning authority
other than Purchaser prior to the date of closing on the property; or
d. If Purchaser deter lags, in its sole discretion, and based on any inspections condlieted
Pursuant to Paragraphs 19, that there exists an unsatisfactory physical condition of the Parcel;
or
e. If Purchaser determines, in its sole discretion, that there is not enough consumptive
use associated with the Water Rights to justify the purchase price; or
f In the event any action whatsoever is commenced to defeat or elljoin Purchaser's
performance under this Contract.
22. If Purchaser elects to terminate the Contract pursuant to Paragraph 2 1, Purchaser shall
provide itten notice to Seller declaring this Contract terminated on or before the Objection
Deadline, and both parties shall be released therefrom, and whereupon all Earnest Money and other
things of value received by Seller hereunder shall be immediately returned to Purchaser.
REAL ESTATE COMMISSION
21 Seller has engaged the services of a real estate agent. Seller is advised to seek legal
and tax counsel representation for Seller's own account, and Seller shall be solely responsible for
any commission or fees owed to any agent, broker or counsel retained by Seller.
PROPERTY TO REMAIN UNENCUMBERED
24. Seller agrees that Seller shall not, so long as this Contract is in effect, encumber or
burden the Property.
NO DEVELOPMENT
25Seller agrees that during the to of this Contract and through the date of delivery of
Possession of the Property to Purchaser, except as provided in Section I.a.(i), Seller shall not develop
the Property in any manner, including without limitation, constructing any improvements or erecting
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any structures on the Parcel, leasing mineral rights for the Property, or disturbing the surface of the
Parcel, except for routine maintenance of the Parcel.
TAX CON��L�NCES�
26Seller acknowledges that neither the Purchaser, nor any of its agents or attorneys have
made any representations as to the tax treatment to be accorded to this Contract or to any proceeds
thereof by the Internal Revenue Service under the Intemal Revenue Code or by the tax officials of the
State of Colorado under Colorado tax law.
AGREEMENT TO SUR VE CLOSING
2T The parties hereto agree that, except for such of the terms, conditions, covenants, and
agreements hereof which are, by their very nature fully and completely performed upon tire closing
of the purchase -sale transactions herein provided for, all of the ternis, conditions, representations,
warnunies, covenants, and agreements herein set forth and contained, shall survive the closing of any
purchase -sale transaction herein provided for and shall continue after said closing to be binding upon
and inure to the benefit of the parties hereto, their successors and assigns.
28, Whenever notice is required to be given hereunder, it shall be in writing and delivered
by hand delivery electronic mail (ernail) or facsimile transmission to the party entitled thereto or
mailed to the party entitled thereto, by registered or certified mail, return receipt, requested, If
delivered, said notice shall be effective and complete upon delivery. If laxed, said notice shall be
effective and complete upon completion of facsimile transmission as evidenced by transmission
receipt). If emailed, said notice shall be effective and complete upon einail trans fission (as evidenced
by areceipt of delivery), If mailed, said notice shall be effective and complete upon mailing. Until
changed by notice in writing, notice shall be given as follows:
To the Purchaser: To of Firestone
Attn: ToNvn Manager
9950 Park Ave
Firestone, CO 80504
Fax: (303) 833-4863
E-mail: akrieger@firestoneco.gov
To the Seller: Virgina E. Rage
9880 County Road 26
Fort Lupton, Colorado 80621
(303) 880-2287
Email: i-nonitor.0350@gmail.coni
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MISCELLAPiEOUS
29. This Contract, and Exhibits A, B, and C to this Contract, constitute the entire
understanding between the Seller and the Purchaser with respect to the subject matter, may be
amended only in writing by the parties, and are binding upon the agents, personal representatives,
heirs, lessees, assigns, and all other successor,-, in interest to the parties,
30. If any provision of this Contract is held to be illegal, invalid, or unenforceable under
present or future laws, such provision shall be fully severable,
3L While this Contract is in effect, Seller agrees that it shall not negotiate for or enter into
any other agreement for sale of any interest in any portion of the Property. Rather, Seller agrees to
exclusively deal with Purchaser for sale of the property chile this Contract is in effect. This provision
shall not prevent Seller from entertaining "Backup Offers" on the Property; provided, the Seller
perfonns its obligations under this agreement in good faith,
32. This Contract may be executed in any rat her of counterparts, each of which shall be
deemed an original mid all of which shall constitute one and the same agreement,
33. This Contract shall be deemed entered into in Weld County, Colorado, and shall be
governed by and interpreted under the laws of the State of Colorado. Any action arising out of, in
connection with, or relating to this Contract shall be filed in the District Court of Weld County of the
State of Colorado,
34. It is specifically agreed that Purchaser is not the agent or partner of Seller, and that
Purchaser is not authorized to act on Seller's behalf. Nothing in this Contract shall be deemed to
create ajSint venture relationship between Purchaser and Seller. Any agreements reached between
the Purchaser and any regulatory authorities or governmental agencies, including but not limited
to any agreements with Weld County, Colorado, shall be contingent on the Purchaser's closing on
the purchase of the Property under the terms hereof
35. Purchaser shall be solely responsible for obtaining and complying with all
necessary permits, licenses, and approvals which are applicable for any activities conducted by or
at the direction of the Purchaser on the Parcel, All activities conducted by Purchaser, its
representatives, agents, contractors, and employees on the Parcel, shall be done in compliance with
all federal, state and local laws,
36. Purchaser shall not, without Seller's prior written consent, enter into any lease or other
agreement which creates, prior to closing, a lien on the Property.
37. In the case of a non -disputed termination of this Contract, Purchaser shall deliver
any surveys, soils tests, environmental reports, site assessments, development work, site plans,
inspections, tests, reports, studies or investigations of any kind or nature related to the Property
obtained by the Purchaser and assign all of Purchaser's rights therein to the Seller.
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38. The parties have reviewed this Contract in its entirety and acknowledge that each
has had the full opportunity to negotiate the terms and have the terms hereof reviewed by counsel,
Therefore, the parties waive any and all applicable conurion law and statutory rules of construction
that any provision of this Contract should be construed against the drafter of the Contract , and
agree and affinn that the Contract and all provisions thereof shall in all cases be construed as a
whole, according to the fair meaning of the language used.
39. This Contract and all of the terms, provisions and covenants contained herein shall
be binding upon and inure to the benefit of the parties hereto and the respective assigns,
successors, heirs, and personal representatives.
40. In the event that legal action is commenced or becomes necessmy to enforce or
interpret any provision of this Contract, the prevailing party shall be entitled to recover it
reasonable attorney's fees, court costs and other court ordered costs from the party not prevailing.
4L At the request of Seller, Purchaser shall cooperate with Seller in the achievement
of a tax -deferred real estate exchange pursuant to Section 1031 of the Internal Revenue Code and
the Treasury Regulations promulgated thereunder. A material part of the consideration to Seller is
Purchaser's promise of cooperation. Purchaser shall not be required to incur any additional liability
or expense in connection with Seller's tax deferred exchange transaction.
TN WITNESS WHE REOF, Seller and Purchaser have executed this Contract on the dates
stated in their respective acknowledgernents intending that this Contract be effective as of the, day and
year first above set forth.
ATTEST:
PURCHASER:
WATE,R ACTIVITY ENTERPRISE OF THE
TOWN OF FIRE STONE
0
0 By:
Drew r la r Peterson, Mayor
E
tVirgi la E. Ruge
Acknowledgment
STATE OF COLORADO
)SS
COUNTYlD
The foregoing instrument was acknowledged before me this, ' day of
2023, by Virginia Ruge.
Witness my hand and official seal.
My conunission expires ors. �� ,5�
LEE Notate Pu li
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20054036266
LM.t0_0_MMI$S10N EXPIRES 09/1912025
EXHIBIT A TO PVRCIIASE CONTRAC7 TO BUY AND SELL RCARCAL ESTATE
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EXHIBIT B TO PURCHASE CONTRACT TO BUY AND
SELL REAL ESTATE
DECLARATION OF SHARED ACCESa AND MAINTENANCE EASEMENT
T141S DECLARATION OF SHARED ACCESS AND MAINTENANCE EASEMENT
("Declaration") is made this day of _, 2023, by Virginia E. Rage ("Declarant").
WHEREAS, Declarant is the fee simple owner of certain real property located in
the Weld County, Colorado, which is more particularly described as Lots A & B, Recorded
Exemption No. 1311-03-1 RE CX20-001 0, (the "Recorded Exemption), recorded in the real
estate records of Weld County, Colorado, on April 15, 2020 at Reception No. 4583093 (the
"Property"); and
WHERE AS, the Recorded Exemption depicts a "30' Shared access & Utility Easement
Across Lot A for the Benefit of Lots A & B (the "Shared Easement" , and
WHEMAS, Declarant now desires to faker define the rights and obligations governing
the use and maintenance obligations of the Shared Easement; and
NOW, THEREFORE, Declarant hereby declares that this Declaration and the
covenants, conditions, and easements established herein shall run with the land, and that the
Property is subject and subordinate to the terms, provisions, and conditions hereof Declarant
hereby further declares that the Property shall hereafter be held, conveyed, hypothecated,
encumbered, sold, ]eased, rented, used, occupied and improved subject to the easenrenLs set forth
below, which are for the purpose of protecting the value and desirability such real property, and
which shall run with such real property and be binding on all parties having any right, title or
interest in all or any portion of the Property, their heirs, personal representatives, successors,
transferees and assigns, and which shall inure to the benefit of each Owner thereof.
I Definitions.
L I "Lot" shall mean and refer to any separate subdivided lot or parcel of record
upon any recorded subdivision plat of the Property.
1.2 "Owneil shall mean one or more Persons, including Declarant, who, individually
or collectively, if more than one, own fee simple title to a Lot.
1.3 "Person" shall mean any individual, corporation, partnership, association,
company, business, trust,, joint venture or other legal entity.
2. Access Easement. The Owners shall have a perpetual, non-exclusive easement over and
across the Shared Easement for their private use and shall not be open for any public use or
access. Use of the Shared Easement to access Lot B by heavy machinery and equipment,
excluding tarn i equipment, shall be avoided when possible, The Owner of Lot A may, at her sole
expense install and maintain such gates as she may desire, from time to time, and if lockable,
shall provide keys or entry infonnation to the Owner of Lot B.
3. Maintenance, Maintenance or repair of the Shared Easement caused by normal use of
personal vehicles shall be divided with the Owner of Lot A hearing 25% of the maintenance
costs and the balance of these costs shall be home by the Owner of Lot B. All other maintenance
and repair costs shall be the responsibility of the Owner of Lot B. Noll -routine costs of
maintenance and repair of damage to the Shared Easement caused by an Owner, its invitees,
guests, employees, agent or assigns, shall be the responsibility of that Owner, Neither Owner
shall be obligated to pay for improvements or upgrades to the Shared Easement required by or
for the other Owner. Neither Owner shall be obligated to provide or share in the cost of any snow
removal or plowing. In the event that the Owner of of A or Lot B believes that its costs should
be reimbursed by the other Owner, that Owner shall provide a written invoice and the other
Owner shall pay its share of the cost within 30 days. Disputes will be subject to mediation, with
the party prevailing collecting its attorneys' fees and costs.
4. 'Enforcement. Farb Owner shall comply strictly with the tenns of this Declaration, as
such terms lawfully may be amended from time to time. Failure to comply with such terms shall
be grounds for the exercise of all rights available to an aggrieved Owner. Should Declarant or an
Owner employ legal counsel to enforce any of the foregoing, all costs incurred in such
enforcement, including court costs and reasonable attorneys' fees, shall be paid by the violating
party,
5Amendment. Amendments to this Declaration shall only be made by written consent of
the Owners of the Lots and shall be affective upon filing of such amendment in the real estate
records of Weld County.
6. Notice. All notices, requests, deniands, and other communications given hereunder shall
be in writing and shall be delivered (i) in person; (ii) by registered or certified mail, postage
prepaid; (iii) cominercial overnight courier with written verification of receipt; or (iv) by
facsimile, A notice shall be deemed given (i) when delivered by personal delivery; (ii) two (2)
business days after deposit in the mail if sent by registered or certified mail; (iii) one (1) business
day after having been sent by commercial overnight courier; or (iv) on the date of confirmation if
by facsimile. Notice shall be addressed to the Owners using the address where Weld County
Assessor sends its tax notices.
7, General Provisions.
71 Headings, Tire subject headings of the sections and paragraphs of this
Declaration are included for the purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.
7.2 Severabilitv. Whenever possible, each provision of this Declaration shall be
interpreted in ;uch -manner as to be effective and valid, but if application of any provision of this
Declaration to any person or to any property shall be prohibited or held invalid, such prohibition
or invalidity shall not affect any other provision or the application of any provision which can be
given effect without the invalid provision or application, and to this end the provisions of this
Declaration are declared to be severable.
7.3 Waiver, No waiver of any breach of any of the easements, covenants and/or
conditions herein contained shall be construed as, or constitute a waiver of any other breach or a
Nvaiver, acquiescence in or consent to any further or succeeding breach of the are or any other
covenant and/or condition.
T4 Successors and Assign.1— Tire covenants and agreements contained herein shall
run with the 1;n—dand shall be binding upon and inure to the benefit of the Owners and their
successors and assign&
7.5 Record . , This Din eclaration shall be recorded the land records of Weld County
A122_mg
and shall be binding and effective froin and after the date of its recordation.
7.6 Goveimming Law. This Declaration shall be governed by and construed in
accordance with the laws of the State of Colorado.
IN WITNESS WHERE-30F, Declarant has executed this Declaration as of the date first set
forth above.
DECLARANT:
VIRGINIA E. RUGE
STATE OF COLORADO
ss
COUNTY OF
The foregoing was acknowledged before me this _. day of 202by
VIRGINIA E. RUGE
My commission expires:
Witness my hand and official seal,
Not Public
EXHIRITATO DECLARATION OF SlIARED ACCESS AND MAINTENANCE
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ONE=
STATE OF COLORADO )
)55.
COUNTY OF WELD
1, Virginia E. Ruge, being duly sworn upon oath, deposes and says.,
2-116 assist in s�iti*lng the provisions of the Purchase and Sale Agreerhent fbrv4f6r rights betwe
wginia i:1 Ruge and the Tdwo of Firestone Water Activity Enterprise dated
give this Affidavit concerning the historic use of 4S shares of the Now toal Ridge Ditrb Compa
reprtsentdd bY tertificate number 245 her6iftafter �collectively "Shires". I
11. At this time in the year 2023, there are no other sources of water available for use, sale, or lease
for agricultural irrigation on the Property,
DATED this day of
Signed :
Virginia E. Ruge
Subscribed and sworn to before me the -day of 2023, by Virginia E. Ruge.
Witness my hand and official seal,