HomeMy WebLinkAbout20090651RESOLUTION
RE: APPROVE CONTRACT FOR PURCHASE AND SALE OF COLORADO -BIG THOMPSON
WATER, ESCROW AGREEMENT, AND STATEMENT OF SETTLEMENT, AND
AUTHORIZE CHAIR TO SIGN NECESSARY DOCUMENTS - WIPO, LLC
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Contract for Purchase and Sale of
Colorado -Big Thompson Water, an Escrow Agreement, and a Statement of Settlement, between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, and WIPO, LLC, commencing upon full execution of said documents, with further
terms and conditions being as stated in said contract, agreement, and settlement, and
WHEREAS, after review, the Board deems it advisable to approve said contract,
agreement, and settlement, copies of which are attached hereto and incorporated herein by
reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Contract for Purchase and Sale of Colorado -Big Thompson Water, an
Escrow Agreement, and a Statement of Settlement, between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, and WIPO, LLC,
be, and hereby are, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign all necessary documents.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 16th day of March, A.D., 2009.
ATTEST:
Weld County Clerk to t
BY:
Depu Clerk . the Board
AP,PR
ounty Attorney
Date of signature. Li
RM:
BOARD OF CO TY COMMISSIONERS
WELD UNIT COLORADO
William F. Garcia, Chair
K _
Douglas/Radeniacer, Pro-Tem
Sea P. Conway
arbKirkmeyer
David E. Long
2009-0651
BC0040
HASLER, FONFARA AND MAXWELL LLP
ATTORNEYS AT LAW
Sixth Floor, Key Bank Building
125 South Howes Street
Fort Collins, Colorado 80521
IMOTHY W. HASLER
JOSEPH H. FONFARA
MICHAEL A. MAXWELL
TIMOTHY L. GODDARD
March 6, 2009
VIA E-MAIL
(hwebster@frii.com)
Mr. H. Webster Jones
Water Consulting Group
1207 Twinberry Court
Fort Collins, CO 80525
MAILING ADDRESS:
POST OFFICE BOX 2267
FORT COLLINS, COLORADO BO522
TELEPHONE (970) 493-5070
FACSIMILE (970) 493-9703
Re: WIPO, LLC / County of Weld,
Colorado Transaction
Dear Webb:
Regarding the captioned transaction, enclosed are copies of
the following proposed documents:
1. Contract for Purchase and Sale of Colorado -Big Thompson
Water.
2. Escrow Agreement.
3. Statement of Settlement.
Please call me with any questions or concerns.
Sincerely,
TIMOTHY W. HASLER
TWH/lh
Enclosures
cc: Mr. Bret E. Larimer
Mr. Clayton D. Kimmi
67y/1- ( 65/
CONTRACT FOR PURCHASE AND SALE OF
COLORADO -BIG THOMPSON WATER
This contract is made and entered into this c1h day of March, 2009 by and between
COUNTY OF WELD, COLORADO, the mailing address of which is 1111 H Street,
Greeley, Colorado 80631 ("Buyer"), and WIPO, LLC, a Colorado Limited Liability
Company, the mailing address of which is 1600 West Horsetooth Road, Fort Collins,
Colorado 80526 ("Seller").
WITNESSETII
The water to be conveyed by this contract shall be sixteen (16) units of the Colorado -Big
Thompson Project water allotment contract rights ("CBT Units"). The CBT Units shall be
transferred by the Seller pursuant to the rules, policies and practices of the Northern Colorado
Water Conservancy District ("Northern District") free and clear of all hens and
encumbrances, and prior year assessments. The CBT Units shall be transferred from the
Seller to the City of Greeley ("Greeley") on behalf of the Buyer in satisfaction of Greeley's
raw water dedication requirements which the Buyer is obligated to satisfy in order to obtain a
three (3) inch water tap.
Seller agrees to sell and convey and Buyer agrees to purchase the CBT Units for the
consideration set forth herein, the adequacy of which is hereby acknowledged, and on the
terms and conditions herein.
Seller shall submit to the Northern District Board of Directors a properly completed
application for transfer of its allotment contract for the CBT Units as required to obtain
approval of the Northern District, for the Board's regularly scheduled meeting to be held
April 10, 2009.
In consideration thereof, Buyer agrees to pay to the Seller the sum of ONE HUNDRED
FORTY-FOUR THOUSAND AND NO/100 DOLLARS ($144,000.00)--($9,000.00 Per CBT
Unit), payable at closing as follows;
Cash at closing of ONE HUNDRED FORTY-FOUR THOUSAND AND NO/100
DOLLARS ($144,000.00) to be paid by Buyer in funds which comply with all applicable
Colorado laws, including cash, electronic transfer funds or cashier's check.
Evidence of ownership free and clear of any deed of trust, security agreement, financing
statement, lease, first right of refusal, or any other document which may in any way cloud the
title of the CBT Units, or written releases from all lenders with a security interest, hen or
encumbrance on the CBT Units shall be provided by Seller on or before March 20, 2009.
Closing costs and all other costs associated with the transfer of the CDT Units as required by
the Northern District shall be paid by Seller. Seller and Buyer will cooperate in the execution
of all transfer documents required by the Northern District.
The date for closing shall be on or before April 20, 2009, or upon agreement by both parties
at such other time after the transfer of CBT Units has been approved by the Northern District.
The closing of this transaction shall be held at such time and place as shall be mutually agreed
upon by the Buyer and Seller.
Contingency. This contract is expressly contingent upon approval of the Northern District
Board of Directors. If approval is not granted, this contract is null and void and all parties
released from the terms hereof
Notice of acceptance. This contract shall expire unless accepted in writing, by Buyer and
Seller, as evidenced by their signatures below, and offering party receives notice of such
acceptance on or before March !4-, 2009. If accepted, this document shall become a
contract between Buyer and Seller.
BUYER: SELLER:
WIPO, LLC, a Colorado Limited
COUNTY OWL e, /L0RADO Liability Company
By
Williamarcia, Sir (Title)
Date 03/16/2009
By: Bret Larimer, Ltd., a Colorado
Corporation, its Manager
By it ,-
Bret E. Larimer, P esident
Date: 7- / uq
p/05/09)
I IIIIII 11111 111111 11111 111111 F 11IIIII III IIIII IIII IIE
3615396 04/08/2009 12:45P Weld County, CO
1 of 5 R 0.00 D 0.00 Steve Moreno Clerk & Recorder
(e2 -O65'
HASLER, FONFARA AND MAXWELL LLP
ATTORNEYS AT LAW
TIMOTHY W. HASI.ER
JOSEPH H. FONFARA
- MICHAEL A. MAXWELL
HJ TIMOTHY L. GODDARD
Sixth Floor, Key Bank Building
125 South Howes Street
Fort Collins, Colorado 80521
March 20, 2009
ESCROW AGREEMENT
WIPO, LLC
1600 West Horsetooth Road
Fort Collins, CO 80526
ATTN: Mr. Bret E. Larimer
Dear Parties:
MAILING ADDRESS:
POST OFFICE BOX 2267
FORT COL I,INS, COLORADO 80522
TEI EPHONE (970) 493 5070
FACSIMILE (9 /0) 493-9705
County of Weld
1111 H Street
Greeley, CO 80631
ATTN: Mr. Clayton D. Kimmi
Re: WIPO, LLC / County of Weld,
Colorado Transaction
As you know, WIPO, LLC, a Colorado Limited Liability Company
("WIPO"), as Seller, and County of Weld, Colorado ("Weld
County"), as Buyer, are parties to that certain "Contract for
Purchase and Sale of Colorado -Big Thompson Water" dated
March r ?, 2009 (the "Contract). The Contract provides for the
sale by WIPO to Weld County of sixteen units of Colorado -Big
Thompson Project water (the "CBT Units") as administered by the
Northern Colorado Water Conservancy District (the "Conservancy
District").
Although Weld County is the technical buyer of the CBT Units
and is responsible for paying the purchase price of the CBT
Units, Weld County has directed, and hereby directs, WIPO to
transfer the CBT Units to the City of Greeley.
The parties hereto acknowledge that the purchase price of
the CET Units is $144,000.00 (the "Purchase Price"). In
anticipation of the final closing of this transaction, WIPO and
Weld County have executed a Statement of Settlement (the
"Settlement Statement"), setting forth disbursements to be made
by Hasler, Fonfara and Maxwell LLP, Attorneys at Law ("this Law
Firm"), from the Purchase Price. A copy of the Settlement
Statement is attached hereto as Exhibit "A" and incorporated
herein by reference.
1 111111 11111 111111 11111 111111111 1111111 111 11111 1111 1111
3615396 04/08/2009 12:45P Weld County, CO
2 of 5 R 0.00 D 0.00 Steve Moreno Clerk 8 Recorder
HASLER, FONFARA AND MAXWELL LLP
ATTORNEV5 AT LAW
Mr. Bret E. Larimer
Mr. Clayton D. Kimmi
March 20, 2009
Page 2
This letter will confirm that Weld County has deposited in
escrow with this Law Firm the cash sum of $144,000.00,
representing the net proceeds needed by Weld County as shown on
the Settlement Statement (the "Escrow Proceeds"). The Escrow
Proceeds have been deposited in an interest -bearing account at
First National Bank, Fort Collins, Colorado. Weld County shall
promptly execute Form W-9 (Payer's Request for Taxpayer
Identification Number), which this Law Firm shall deliver to
First National Bank.
The transfer of the CBT Units from WIPO to Weld County must
be approved ("Board Approval") by the Board of Directors of the
Conservancy District. It is contemplated that Board Approval
will occur on April 10, 2009, being the next regularly scheduled
meeting of the Board of Directors of the Conservancy District.
Upon receipt of written evidence from the Conservancy
District verifying that Board Approval has occurred, this Law
Firm shall make the disbursements in accordance with the
Settlement Statement and pay the interest on the Escrow Proceeds
to Weld County.
If Board Approval has not occurred by May 1, 2009, this Law
Firm shall promptly pay the Escrow Proceeds, together with
accrued interest, to Weld County.
As between WIPO and Weld County, nothing contained herein
shall be deemed to modify or amend the terms of the Purchase
Agreement.
This Escrow Agreement may be supplemented, altered, amended,
modified, or revoked by writing only, signed by all of the
parties hereto.
I 111111 111111 11111111111 1111111111 I I 11111 11111111
3615396 04/08/2009 12:45P Weld County, CO
3 of 5 R 0.00 0 0.00 Steve Moreno Clerk & Recorder
HASLER, FONFARA AND MAXWELL LLP
ATTORNEYS AT LAW
Mr. Bret E. Larimer
Mr. Clayton D. Kimmi
March 20, 2009
Page 3
If this letter accurately sets forth your agreement, please
sign your names on the spaces hereinafter provided.
Sincerely,
TIMOTHY W. HASLER
TWH/lh
Attachment
ACCEPTED, APPROVED, AND AGREED TO this c day of March,
2009.
WIPO, LLC, a Colorado Limited
Liability Company
By: Bret Larimer, Ltd., a Colorado
Corporation, its Manager
Bret . arimer, President
ACCEPTED, APPROVED, AND AGREED TO this 16th day of March,
2009.
COUNTY `OF WE COLORADO
By <.
(Title)
William F. Garcia, Chair
111111111111111111 1111111111111111111111111111111111111
3615396 04/08/2009 12:45P Weld County, CO
4 of 5 R 0.00 D 0.00 Steve Moreno Clerk & Recorder
HASLER, FONFARA AND MAXWELL LLP
Attorneys at Law STATEMENT OF SETTLEMENT
Seller: WIPO, LLC, a Colorado Limited Liability Company
Purchaser: COUNTY OF WELD, COLORADO
Sixth Floor, Key Bank Bldg.
Post Office Box 2267
Fort Collins, Colorado 80522
Telephone: (970) 493-5070
Description of Property: Sixteen (16) Units of Colorado -Big Thompson Project water as administered by
the Northern Colorado Water Conservancy District
Proration Date: N/A
Closing Date: 4/10/09
Debit
Seller
Credit
144,000
1. Purchase Price
2. Earnest Money Deposit (None)
3. Principal, 1st loan, Payable to:
4. Principal, 2nd loan, Payable to:
5. Interest on 1st loan assumed
6. Interest on 2nd loan assumed
7. Loan Payoff to: Capital West Bank
8. Loan Payoff to:
9. Rents Prepaid to Seller
10. Rents Prepaid by Seller
11. Security Deposits
12. Prior Year Taxes
13. Current Year Tax Proration
14. Prior Year Personal Taxes
15. Current Year Personal Taxes
16. Special Taxes
17. Tax Certificate
18. Tax and/or Insurance Escrow
19. New Insurance Premium
20. Insurance Proration
21. Title Insurance Premium
22. Recording: Warranty Deed
23. Mortgage or Deed of Trust
24.
25.
26.
27.
28.
29. Documentary Fee
30. Broker's Commission (Keller Williams)
31. Broker's Commission (Agri -Enterprises)
32. Survey
33. Appraisal
34. Attorney Fees
35. Transfer Fee - NCWCD
36. Loan Fees
37. Ownership Report
38. Consulting Fees (Water Consulting Group)
39.
40.
41.
42.
00
Purchase
Debit Credit
144,000
00
132,202
00
Uniform Commercial Code
Release
Release
Other
Other
4,928
3,520
00
00
200
00
150
00
00
3,200
Sub -Totals
Balance Due to Seller
Balance Due from Purchaser
TOTALS
144.000
00
00
144,000
00
144,200
00
0
00
0
144,000
00
144,000
00
144,200
00
144,200
144,200
00
00
ACCEPTED AND APPROVED
WIPO, LLC, a Colorado Limited Liability Company
By: Bret Lorimer, Ltd., a Colorado
Corporation, its Manager
By CLaf
Seller 9ret\E. ime , President
1 111111 11111 111111 11111 111111 III 1111111 III 1111111111H1
1111 1I I I
F. Garcia,
Chair
KELLER WILLIAMS
Broker
AGRI-ENTERPRISES INC.
1
3615396 04/08/2009 12:45P Weld County, CO
5 of 5 R 0.00 D 0.00 Steve Moreno Clerk 8 Recorder
Esther Gesick
From:
Sent:
To:
Subject:
Attachments:
Bruce Barker
Friday, March 06, 2009 10:04 AM
Esther Gesick; Jennifer VanEgdom; Elizabeth Strong; Donna Bechler
FW:
Webb Jones Letter and Enclosures 3-06-09.pdf
Webb Jones Letter
and Enclosur...
Please put this agreement and escrow letter on the Board's agenda for 3/16/09.
Thanks!
Original Message
From: Clayton D. Kimmi
Sent: Friday, March 06,
To: Bruce Barker
Cc: Don Warden
Subject: FW:
Bruce,
C 0,te 0 i 6/YLAL.. eOTh i
2009 9:58 AM .p/C;e- i /l :<ktU[6 el-JerLy,L, (K.37(O)
mA 3/Noti 7156, Fn2 Ct
Attached is the final sales contract, escrow agreement, and Statement of Settlement for
the CBT water. I believe these are the documents that we need to have the Chairman of the
Board sign before March 20, 2009. I am assuming that Don will hand the W-9 and transfer
of the funds that Tim Hassler is referring to in the email below.
Let me know if you have any questions.
Thanks
Clay
From: Tim Hasler [mailto:TimH@HFMLaw.com]
Sent: Friday, March 06, 2009 9:44 AM
To: Webb Jones; Clayton D. Kimmi; larimerltd@msn.com; greg@agrienterprises.com
Subject:
To All: See the attachments. Once the Contract is signed we need to order the Ownership
Report. Once the funds are deposited in our Trust Account I will need a W-9 from Weld
County. Tim
Timothy W. Hasler
1
2009-0651
Hasler, Fonfara & Maxwell, LLP
125 S. Howes Street, 6th Floor
P.O. Box 2267
Fort Collins, CO 80522
(970) 493-5070 Telephone
(970) 493-9703 Fax
timh@hfmlaw.com Email
2
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