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HomeMy WebLinkAbout 19-20 Godding Ditch Water Rights Purchase-SaleRESOLUTION NO. 19-20 A RESOLUTION APPROVING A WATER RIGHTS PURCHASE AND SALE AGREEMENT FOR THE PURCHASE OF SHARES OF THE GODDING DITCH COMPANY WHEREAS, the Town of Firestone, acting by and through its Town of Firestone Water Activity Enterprise, organized and existing as a "water activity enterprise" under C.R.S. 3745.1401, et seq. ("Firestone"), owns and operates a potable water system and related facilities; and WHEREAS, the Board of Trustees of Firestone, which is the governing body of the enterprise (the "Board") finds and determines that it is in the best interest of Firestone and its citizens for Firestone to pursue the purchase of additional water rights in order to expand Firestone's water resources; and WHEREAS, for such purpose, there has been proposed a water rights Purchase and Sale Agreement with Hirschfeld Brothers, LLC, as seller for Firestone's acquisition of four (4) shares of the Godding Ditch Company (the "Water Rights") WHEREAS, the Board, by this Resolution, desires to approve the Purchase and Sale Agreement, authorize its execution, and authorize other actions in connection with the Water Rights, NOW, THERFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO Section 1. The foregoing recitals are incorporated herein and made a part of this Resolution. Section 2. The proposed Purchase and Sale Agreement between the Town of Firestone and Hirschfeld Brothers, LLC (the "Agreement"), for Firestone's acquisition of the Water Rights, is hereby approved in essentially the same form as the copy of such Agreement accompanying this Resolution. The Board of Trustees hereby authorizes the purchase of the Water Rights in accordance with the terms and conditions of the Agreement, which are incorporated herein by reference. Firestone recognizes and accepts that a portion of the Water Rights are being donated by Hirschfeld Brothers, LLC, as described in the Agreement. The total purchase price for that portion of the Water Rights not donated pursuant to the Agreement shall be $120,000.00. Pursuant to the Agreement, Firestone shall acquire all rights appurtenant to the Water Rights and title to the Water Rights will be conveyed to Firestone free and clear of all liens, encumbrances, and leases of any kind. Section 3. The Board hereby authorizes the Mayor and Town Cleric to execute and deliver the Agreement on behalf of Firestone; provided, however, that the Town Manager is hereby granted the authority to negotiate and approve such pre -execution and post -execution revisions and amendments to the Agreement as the Town Manager determines are necessary or desirable for the protection or best interests of Firestone, so long as the essential terns and conditions of the Agreement are not altered. The execution of the Agreement by the Mayor and Town Clerk shall be conclusive evidence of the approval by the Board of the Agreement in accordance with the terms hereof and thereof. Section 4. The Town Manager and other officers, employees and agents of Firestone 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 Firestone to perform all obligations of Firestone under the Agreement, including without limitation the execution and delivery of all documents necessary or required by the ditch company in connection with closing. Section 5. All actions heretofore taken (not inconsistent with the provisions of this Resolution) by the Board or the officers or agents of the Board or Firestone relating to the Agreement are hereby ratified, approved and confirmed. Section 6. Firestone's payment for the Water Rights shall be made in cash, certified funds or Town warrant, subject to the Agreement and to any necessary budgetary transfers or supplementary budgets and appropriations in accordance with State law. Firestone's payment is subject to and conditioned upon satisfaction of all conditions and contingencies in the Agreement and Firestone retains the right to terminate the Agreement as provided therein in the event any conditions or contingencies are not satisfied, including without limitation the loan funding contingency therein. Section 7. Nothing in this resolution is intended to nor should be construed to create any multiple - fiscal year direct or indirect debt of fiscal obligation for the Town of Firestone. Section 8. If any article, section, paragraph, sentence, clause or phrase of this resolution is held to be unconstitutional or invalid for any reason, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The Board of Trustees hereby declares that it would have passed this resolution and each part or parts hereof irrespective of the Fact that any one part or parts may be declared unconstitutional or invalid. PASSED AND ADOPTED THIS DAY OF i��;� , 2019 TOWN OF FIl2ESTONE, COLORADO Al $°Ali I� ATTEST: �< ®®� �/ BA rry 'e 4 Leah Vanarsdall, Town Cleric