HomeMy WebLinkAbout20170852.tiffRESOLUTION
RE: APPROVE PURCHASE AND SALE AGREEMENT FOR HOKESTRA PIT AND
AUTHORIZE CHAIR TO SIGN - CENTRAL COLORADO WATER CONSERVANCY
DISTRICT
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 Purchase and Sale Agreement between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, and the Central Colorado Water Conservancy District, commencing upon full
execution of signatures, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Purchase and Sale Agreement for Hokestra Pit between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
and the Central Colorado Water Conservancy District be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 27th day of March, A.D., 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: d.,4ttAvo
Weld County Clerk to the Board
BY:
ty Clerk to the Board
D A5
County Attorney
Date of signature: (-1 ! f,Vt"1
Julie _ A Cozad, Chair
Steve Moreno, Pro-Tem
Sean P. Conway
Mike Seeman
Barbara Kirkme er
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2017-0852
EG0074
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into this 22nd
day of March, 2017 ("Effective Date"), by and between the COUNTY OF WELD, a political
subdivision of the State of Colorado, by and through the Board of County Commissioners of the
County of Weld, whose address is P.O. Box 758, 1150 O Street, Greeley, Colorado 80632,
herein after referred to as "Seller," and the GROUND WATER MANAGEMENT
SUBDISTRICT OF THE CENTRAL COLORADO WATER CONSERVANCY DISTRICT BY
AND THROUGH ITS WATER ACTIVITY ENTERPRISE, whose address is 3209 W. 28th
Street, Greeley, Colorado 80634, "Buyer." Seller and Buyer may be referred to herein as "the
Parties."
WITNESSETH:
WHEREAS, the Seller owns two real properties located in Section 2, Township 2 North,
Range 68 West of the 6th P.M. in Weld County, Colorado, and Section 35, Township 3 North,
Range 68 West of the 6th P.M. in Weld County, Colorado, Weld County Parcel Nos.
131302400006 and 131302100077, both properties shown on Figure 1 attached hereto and
incorporated into this Agreement ("the Properties"); and
WHEREAS, within the boundaries of the Properties is situated a gravel pit known as "the
Hokestra Pit;" and
WHEREAS, the Seller is in the process of mining the Properties and creating thereon the
ability to store water in the Hokestra Pit by installing clay or slurry wall liners around what are
identified as Cells 2-6 as shown on "Figure 1," attached hereto and incorporated into this
Agreement, which liners were approved on October 7, 2014, as meeting the performance
standard (North Slurry Wall (Cell 4 (WDID 0503326))); or design standard (Clay Liner (Cell 2
(WDID 0503324)) and South Slurry Wall (Cells 3, 5, and 6 (WDID 0503325))) required by the
Colorado Division of Water Resources; and
WHEREAS, Weld County is Colorado's leading producer of cattle, grain, and sugar
beets and the county ranks as the third leading agricultural area in the United States. Nearly 78%
of the county's land area is farm land; and
WHEREAS, Buyer augments approximately 1000 wells of which, as of the Effective
Date, approximately ninety percent (90%) are irrigation wells which irrigate farm ground within
Weld Countyl; and
In addition, the Well Augmentation Subdistrict of the Central Colorado Water Conservancy District (WAS) may
also use water from Hokestra Pit. WAS currently augments approximately 250 wells of which, as of the Effective
Date, approximately ninety percent (90%) are irrigation wells which irrigate farm ground within Weld County.
Nothing herein is intended to limit Buyer's use of the water stored in Hokestra Pit solely for agricultural purposes,
and the parties acknowledge that the percentage of irrigation wells Buyer augments is subject to change in the
future.
Page 1 of 15
WHEREAS, the parties acknowledge the importance of agriculture to Weld County and
recognize that the sale of the Hokestra Pit by the Seller to the Buyer will benefit agricultural
lands within Weld County by providing an additional water supply which Buyer may use to
augment diversions from wells included in its augmentation plan;
WHEREAS, the Seller desires to sell and Buyer desires to purchase the Properties upon
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises of the parties and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
ARTICLE I
PROPERTIES AND INCLUSIONS; WATER RIGHTS APPLICATION
1.1
Properties. Seller agrees to sell and Buyer agrees to buy on the terms and conditions set
forth in this Agreement the Properties, together with all rights, easements, and benefits
appurtenant thereto.
1.2 Inclusions. Unless specifically excluded by the operation of Section 1.3 below, the
Properties include the following:
1.2.1 All improvements, and any easements, servitudes, permits, licenses, and leases
appurtenant to the Properties. These improvements specifically include the slurry
wall or other impervious liners installed by Seller around the area to be mined
which will create the storage space being acquired by Buyer from Seller as part of
this transaction;
1.2.2 All sand and gravel appurtenant to the Properties, together with any and all
surface use, access easements, and all rights in connection therewith;
1.2.3 All of Seller's interest in water, wells, well rights, well permits, springs,
appurtenant to and/or enjoyed in connection with the Properties, together with all
of Seller's interest, if any, in easements or rights -of -way, appurtenant thereto or
used in connection therewith, as well as all fixtures, apparatus and ancillary
equipment, appurtenant thereto or used in connection with said water rights,
specifically including any water conveyance structures, measuring equipment,
inlets, outlets and pumps.
1.3 Exclusion of Right -of -Way. The Properties do not include a twenty -foot wide right-of-
way for pedestrian and bicycle access which is shown on Figure 2 attached and
incorporated herein. Seller and Buyer will execute an agreement for long-term access
and operations in the right-of-way in the form of the Right -of -Way Operations
Agreement attached hereto as Exhibit A.
Page 2 of 15
1.4 Capacity of Hokestra Pit. The Parties recognize that Buyer's primary purpose for
acquiring the Properties is for the storage space being created as a result of Seller's lining
of the area around its gravel pits with a slurry wall liner or other impervious liner which
will prevent groundwater from flowing into the Hokestra Pit. The Parties estimate the
available storage capacity in Hokestra Pit at the conclusion of gravel mining will be
1083.49 acre-feet, and the Purchase Price agreed to herein is based on that volume less a
credit for 150 acre-feet as described in paragraph 2.1.2. The storage space volume is
based on the following: Cell 2: storage to the level of the elevation at spillway crest;
Cells 3-6: storage to the level of one foot of freeboard. Within 60 days after the
completion of mining, Seller shall determine the actual storage capacity of the Hokestra
Pit by a survey and development of a stage area capacity curve ("Actual Storage
Capacity"). To the extent the Actual Storage Capacity of Hokestra Pit is less than
1083.49 acre-feet, the Purchase Price shall be adjusted downward as further described in
Article II.
1.5 Water Right Application. The Parties anticipate filing an application in Water Court to
adjudicate a storage water right for the Hokestra Pit and to change the use of 3.75 shares
in the Rural Ditch Company for use by Buyer. Each party shall be a co -applicant in the
application and agrees to jointly retain competent water counsel and water engineers to
prosecute and complete said application. Seller shall be responsible for payment of the
legal and engineering expenses associated with said application.
1.6 Permanent Access to Properties, Access Roads and Repair of Northern Pipeline Crossing.
Seller agrees that Buyer shall have the perpetual right to access the Properties from Weld
County Roads adjacent to the Properties at the four locations marked with "+" on Figure
3, which is attached and incorporated herein. Seller shall issue permits which allow
Buyer perpetual access to the Properties at the four locations. The access points shall be
no less than fifteen feet wide, with the main access on the south property line forty feet
wide, as described in the access permits. Seller agrees to maintain access roads around
the storage cells as shown on Figure 3. Seller also agrees to construct a "haul road"
which shall be constructed of an all-weather surface, at the location shown on Figure 3.
Seller agrees to maintain the access roads and haul road and to leave them in place at the
conclusion of mining and reclamation activities on the Properties. Seller agrees to
upgrade the area labeled, "Northern Pipeline Crossing" on Figure 3 so that it is suitable
for heavy construction vehicle traffic, before completion of mining and reclamation of
the Hokestra Pit.
ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. The purchase price for the Properties is $3,210,514 (Three Million Two
Hundred Ten Thousand Five Hundred and Fourteen Dollars) ("Purchase Price"). The
Purchase Price was arrived at by computing the following: 1083.49 acre-feet minus 150
acre-feet equals 933.49 acre-feet; multiplied by $2800 per acre-foot; plus $596,742 for
Page 3 of 15
water conveyance structures and water attributable to 3.75 shares of the Rural Ditch
Company in excess of the augmentation requirements described in paragraph 2.1.2.
2.1.1 The Purchase Price shall be paid in annual payments over 20 years, with
interest of 3% per year. The first payment of $215,797 (Two Hundred Fifteen
Thousand Seven Hundred and Ninety -Seven Dollars) is due within thirty (30)
days of Closing, and subsequent payments of the same amount shall be due on
May 1, 2018, and May 1 of each year thereafter. The due date for the final
payment shall be May 1, 2036 or thirty (30) days after determination of the
Actual Storage Capacity, whichever is later. Nothing contained herein shall
prevent Buyer from paying off the entire outstanding balance, at any time,
without penalty. Payment for the Properties shall be made pursuant to the
terms of a promissory note and deed of trust.
2.1.2 Credit for Slovek Augmentation. The purchase price set forth above includes a
credit for 150 acre-feet of storage space in Hokestra Pit which is required for
augmentation of gravel pit evaporation pursuant to an agreement between
Weld County and John P. Slovek, Jr., Gary W. Slovek, Michael S. Slovek,
Joan Leslie Steams, Patricia Fox, and Raintree, Ltd., dated September 23,
1997, recorded in the real property records of Weld County at Document No.
2573333, Book 1631, Page 498. Seller and Buyer will enter into the Water
Allotment Contract as set forth in the form attached hereto as Exhibit B (the
"Class C Contract") under which Buyer will include Seller's augmentation
obligations into the augmentation plan decreed in Case No. 02CW335, Water
Division No. 1, and Seller will provide 3.75 shares of stock in the Rural Ditch
Company and 150 acre-feet of storage space in Hokestra Pit to Buyer. Buyer
shall be entitled to use all of the water resulting from said 3.75 shares of stock
along and all water resulting from said 150 acre feet of storage space in the
augmentation plan decreed in Case No. 02CW335 regardless of whether the
same is needed to offset depletions which are the subject of the Class C
Contract.
2.1.3 Credit for Legal Fees. The purchase price set forth above also includes a credit
of $1250.00 for legal fees paid by Buyer for preparing a draft water court
application for a storage water right for Hokestra Pit and a change of water
rights attributable to 3.75 shares of the Rural Ditch Company owned by Seller.
2.1.4 No Credit for Mining. Buyer is not eligible for a credit for the mining of the
Hokestra Pit by Seller pursuant to the Mining Lease attached hereto as
Exhibit C.
2.1.5 Adjustment of Purchase Price. In the event that the Actual Storage Capacity of
Hokestra Pit is less than 1083.49 acre-feet, the Purchase Price shall be adjusted
as follows:
Page 4 of 15
2.1.5.1 For every acre-foot or fraction thereof less than 1083.49 acre-feet,
the Purchase Price shall be adjusted downward by $2800 (Two
Thousand Eight Hundred Dollars) per acre-foot. If Buyer is still
making payments under the payment schedule described herein,
Seller shall be entitled to adjust the payments to account for the
reduced Purchase Price. If Buyer has completed payments under
the payment schedule or if reduced payments do not fully account
for the reduction in Purchase Price, Seller shall make a refund
payment to Buyer. Such refund payment shall be made within 60
days of the determination of the Actual Storage Capacity.
2.1.5.2 In the event that the Actual Storage Capacity of Hokestra Pit is
equal to or greater than 1083.49 acre-feet, there shall be no
adjustment to the Purchase Price.
ARTICLE III
TITLE AND CLOSING
3.1 Time and Place of Closing. Subject to and in accordance with the provisions of this
Agreement, closing of the purchase and sale of the Properties ("Closing") shall be held at
a place determined by the Parties, within ninety (90) days after the Effective Date of this
Agreement, or at such sooner time as may be mutually agreed upon by the Parties
("Closing Date").
3.2 Title Insurance. Within thirty (30) days of the Effective Date , Seller shall deliver to
Buyer one or more commitment(s) for an ALTA Owners Policy of Title Insurance
("Commitment") committing the Land Title Guarantee Company ("Title Company") to
issue a policy insuring title to the Properties in accordance with the Commitment in the
name of the Buyer. The Commitment shall bear an effective date subsequent to the
Effective Date and shall include complete, legible copies of all documents referred
totherein. Buyer hereby agrees that Seller may satisfy its obligation to deliver the
Commitment by delivery of a commitment which is subject to approval of the Title
Company's underwriter but which otherwise satisfies the conditions of the Commitment;
provided that if the final Commitment issued by the title company includes additional
exceptions to title then Buyer shall be entitled to object to such additional matters as
provided for herein and the dates for title review, objection, and response shall be
similarly extended at Buyer's discretion.
3.3 Objections. Within fourteen (14) days of receiving the Commitment, Buyer shall deliver
to Seller written notice of Buyer's objections to title, if any. Permissible exceptions to
title shall include only (together, "Permitted Exceptions"): (i) zoning laws and
building ordinances; and (ii) title exceptions shown on the Commitment to which Buyer
has not objected or is deemed to have accepted by failing to object. If Buyer fails to so
deliver a title objection notice on or before the above -stated date then Buyer shall be
Page 5of15
deemed to have waived its rights to object to the exceptions listed in the Title
Commitment.
3.4 Cure. If Seller will not cure or remove or commit to removing the objections or
otherwise fails to respond to Buyer's notice of title objections on or before fourteen (14)
days following Buyer's notice of objections, then Buyer may terminate this
Agreement by written notice to Seller on or before the date which is two (2) business
days after the end of such fourteen (14) day period, whereupon the parties shall be
released from all further obligations hereunder. In the event Buyer does not so
terminate this Agreement, Buyer shall be deemed to have waived such objections
(other than any objections Seller has agreed in writing to cure), and such objections
shall be deemed Permitted Exceptions hereunder.
3.5 Title Insurance Policy. A title insurance policy consistent with the Commitment
shall be issued or committed to be issued by the Title Company as of the date of
Closing and shall show no exceptions other than the Permitted Exceptions (the "Title
Policy").
3.6 Delivery of Documents. On or before the Closing Date, Seller and Buyer shall
accomplish the following:
3.6.1 Seller shall deliver or cause to be delivered to the Title Company:
3.6.1.1 A special warranty deed conveying to Buyer the Properties, water rights
and sand and gravel rights appurtenant to the Properties, and any
improvements, duly executed and acknowledged by Seller, free and clear
of all taxes and assessments and other liens and encumbrances except non -
delinquent general Properties taxes for the year of Closing and the
Permitted Exceptions.
3.6.1.2 The original stock certificates numbered 317 (1 share), 330 (1 share), 356
(1.5 shares), and 360 (0.25 share), for the 3.75 shares of stock in the Rural
Ditch Company.
3.6.1.3 A Stock Assignment assigning 3.75 shares of stock in the Rural Ditch
Company to Buyer.
3.6.1.4 Mining Lease for the Hokestra Pit as described in paragraph 5.8.
3.6.1.5 Class C Allotment Contract as described in paragraph 2.1.2.
3.6.1.6 Right -of -Way Operations Agreement as described in paragraph 1.3.
3.6.1.7 Written assignment of the Maintenance, Operation and Access Agreement
between Seller and Varra Companies, Inc., and Sand Land, Inc., and Sand
Page 6 of 15
Land Properties LLC, ("Varra"), executed May 10, 2012, and written
consent to the assignment by Varra.
3.6.1.8 Any other documents required to be executed by Seller pursuant to the
terms of this Agreement or requested by Title Company in connection
with the transaction contemplated hereunder or as may be required
pursuant to applicable law.
3.6.2 Buyer shall deliver or cause to be delivered to the Title Company a promissory
note and deed of trust pursuant to the terms of Section 2.1 herein.
3.7 Closing Costs. The Title Policy premium shall be paid by Buyer. The cost of any transfer
fees, taxes or escrow fees and charges shall be shared equally between the parties. Buyer
and Sellershall sign and complete all customary or required documents at or before
closing. Fees for real estate closing services shall be paid by Buyer.
3.8 Payment of Encumbrances. Any encumbrances required to be paid shall be paid at or
before Closing from the proceeds of this transaction or from any other source.
ARTICLE IV
CONDITIONS TO CLOSING
4.1 Buyer's Conditions. Buyer's obligation to purchase the Properties is subject to the
fulfillment prior to Closing of each of the following conditions, each of which is for the
benefit of Buyer and any of which may be waived by Buyer at its sole option:
4.1.1 Document Review. Buyer's review and approval of the following documents and
materials within thirty (30) days of the Effective Date, which documents Seller
shall use its best efforts to cause to be delivered to Buyer contemporaneously with
the execution of this Agreement, but no later than fifteen (15) days after the
Effective Date:
4.1.1.1 Seller shall provide Buyer with a current ALTA preliminary title report for
the Properties, accompanied by copies of all documents referred to in such
reports, or if not available as of the deadline required by this paragraph,
copies of all work completed by the title company;
4.1.1.2 Copies of all applications, permits, licenses, certificates, or agreements
relating to zoning, operation, occupancy or use of the Properties;
especially as the same relate to storage of water in the Hokestra Pit; and
4.1.1.3 Copies of any surveys, soils and/or engineering reports, feasibility studies,
site plats and plans, and other reports, studies or documents relating to the
Properties.
Page 7 of 15
4.1.2 Physical Inspection. Buyer's inspection, review and approval of the physical and
environmental condition of the Properties within twenty-one (21) days of the
Effective Date.
4.1.3 Approvals. This Agreement shall have been approved by the Board of Directors
of the Ground Water Management Subdistrict of the Central Colorado Water
Conservancy District ("Central Board"), and in the event this Agreement is not
approved in its entirety by the Central Board, neither the Buyer, nor Seller, shall
be bound by the terms of this Agreement.
4.1.4 Closing Obligations. Seller shall have complied with the Closing procedures set
forth in Article III, herein.
4.2 Seller's Conditions:
4.2.1 Approvals. This Agreement shall have been approved by the Board of County
Commissioners of the County of Weld ("County Board"), and in the event this
Agreement is not approved in its entirety by the County Board, neither the Buyer
nor Seller shall be bound by the terms of this Agreement.
4.2.2 Closing Obligations. Buyer shall have complied with the Closing procedures set
forth in Article III, herein.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Seller represents and warrants as follows:
5.1 Encumbrances. From the Effective Date until the Closing, except for the Permitted
Exceptions defined herein, Seller will not encumber the Properties or other
interests in any way nor grant any rights or contractual rights relating to the
Properties or other interests without the prior written consent of Buyer.
5.2 Compliance with Governmental Regulations. To the best of Seller's current, actual
knowledge there are no orders or directives of any city, county, state, or federal authority
for repairs, maintenance work, or improvements to be performed on the Properties. To
the best of Seller's current, actual knowledge Seller has received no written notice from
any municipal, state, or other statutory authority relating to defects in any improvement
or noncompliance with any building code or restriction, applicable to the Properties that
has not been correct, or any threat of or impending expropriation or condemnation of the
Properties.
5.3 Condition of Properties. Seller will provide Buyer with a Seller's Properties disclosure
form completed by Seller to the best of Seller's actual knowledge as of the date
thereof. To the best of Seller's current, actual knowledge, Seller is not aware of any
material defect or condition affecting the use, development or value of the
Page 8of15
Properties including the presence of any hazardous wastes, toxic or other
contamination. To the best of Seller's current actual knowledge, the Properties are not
used and have not been used in the past as a waste disposal or landfill for hazardous
materials or sanitary landfill purposes.
5.4 Litigation. To the best of Seller's current, actual knowledge, no litigation is pending, or
to the best of Seller's knowledge, proposed, threatened, or anticipated with respect to any
matter affecting the Properties.
5.5 Contracts, Leases, and Agreements. Except as otherwise shown in the Commitment,
there are no leases, subleases, contracts, or other agreements, written or oral, regarding
the Properties, or granting to any party or parties the right to use or occupy the Properties,
which will survive Closing. From the Effective Date through the Closing Date, Seller
shall not enter into any lease or contract with respect to the Properties without Buyer's
written consent.
5.6 Compliance with Law. To the best of Seller's current, actual knowledge, Seller has
complied in all material respects with all laws, rules, regulations, ordinances, orders,
judgments, and decrees applicable to the Properties, and Seller has no current actual
knowledge of any proposed order, judgment, decree, governmental taking, or other
proceeding applicable to Seller which might materially and adversely affect the
Properties.
5.7 Utilities. Seller has not received any written notice of the curtailment of any utility
service supplied to the Properties.
5.8 Mining and Reclamation. The Hokestra Pit is the result of mining operations conducted
by Seller on the Properties pursuant to Permit No. M-1980-149 issued by the Colorado
Mined Land Reclamation Board, as amended or reissued, including any reclamation
plans ("Hokestra Mining Permit"). Seller's mining and reclamation operations will
continue after Closing and are expected to be completed in 2036, as shown in the table
below. Each of the cells shall be available for water storage by Buyer upon completion
of mining and slope reclamation for that cell. Seller agrees that it will complete mining
and reclamation of the Hokestra Pit, so that a minimum 1083.49 acre foot space is
available for storage of water by Buyer, no later than March 31, 2036. The anticipated
schedule of mining, reclamation, and release of the Hokestra Mining Permit obligations
by the Division of Reclamation, Mining and Safety ("DRMS") is shown in the following
table.
Page 9 of 15
Hoekstra Mining Schedule
Cell ID
Proposed
Volume (ac -ft)
Complete
Mining
Complete Slope
Reclamation/Cell
Available for
Water Storage
Complete Vegetation
Reclamation
Proposed DRMS
Release
2
405.80
Done
Done
Done
12/31/2021
3
130.23
12/31/2035
3/31/2036
6/30/2036
12/31/2041
4
210.12
12/31/2026
3/31/2027
6/30/2027
12/31/2032
5
337.34 total
Cells 5 and 6
12/31/2018
2/28/2019
6/30/2019
12/31/2024
6
337.34 total
Cells 5 and 6
12/31/2018
2/28/2019
6/30/2019
12/31/2024
The Parties will execute a mining lease at Closing in the form attached hereto as Exhibit
C. Seller shall remain responsible for the timely completion of reclamation obligations
required by the Hokestra Mining Permit, including but not limited to any revegetation or
slope modification; Buyer shall bear no responsibility for any costs, effort or undertaking
necessary to release of the Hokestra Mining Permit. Seller shall not damage the clay
and/or slurry wall liners around the cells of the Hokestra Pit in connection with its mining
and reclamation activities. All reclamation activities shall be consistent with Buyer's
anticipated use of the Hokestra Pit as a storage reservoir.
5.9 As -Is. Except for the representations and warranties set forth herein or in the documents
delivered at Closing, Seller disclaims the making of any representations or warranties,
express or implied, regarding the Properties or matters affecting the Properties, including
but not limited to their physical condition, title to or the boundaries of the Properties, soil
conditions, hazardous waste, toxic substance or other environmental matters, compliance
with building, health, safety, land use, environmental laws, regulations and orders, the
ability to develop the Properties for any purpose, and all other information pertaining to
the Properties. Buyer, moreover, acknowledges that, except for the representations and
warranties set forth herein or in the documents delivered at Closing: (1) Buyer has
entered into this Agreement with the intention of relying upon its own investigation of the
physical, environmental, economic, and legal condition of the Properties, and (ii) Buyer
is not relying upon any statements, representations, or warranties made by Seller or
anyone acting or claiming to act on Seller's behalf concerning the Properties. Except for
the representations and warranties set forth herein or in the documents delivered at
Closing, Buyer shall purchase the Properties in their "AS -IS, WHERE -IS"
condition as of Closing.
Page 10 of 15
5.10 Condemnation. In the event any portion of the Properties is condemned or access thereto
shall be taken or proceedings or negotiation therefor are commenced prior to Closing, if
Buyer, in Buyer's sole discretion, concludes that such taking renders the remainder of the
Properties unsuitable for Buyer's purposes, and Buyer notifies Seller in writing of such
conclusion prior to Closing, then this Agreement shall terminate. If the Agreement is not
so terminated, the Purchase Price shall not be affected, and (1) if a condemnation award
is paid prior to the Closing, then at Closing, Seller shall assign such award to Buyer, and
(2) at Closing, Seller shall assign all claims to Buyer, and Buyer shall have the right to
contest the condemnation of the Properties and/or the award resulting therefrom.
ARTICLE VI
MISCELLANEOUS
6.1 Fees and Expenses Apportionment. Except as otherwise expressly set forth in this
Agreement, the Buyer and Seller hereto will each bear its own expenses in connection
with the transaction contemplated by this Agreement.
6.2 Possession of Properties. Possession of the Properties shall be delivered to Buyer at
Closing.
6.3 Default or Breach Prior to or at Closing.
6.3.1 Buyer's remedies for Seller's breach or default hereunder, or in the event, that, at
the Closing, any condition precedent to Buyer's obligations hereunder is not fully
satisfied as herein required, Buyer not being in breach or default hereunder, Buyer
may elect one of the following remedies to be exercised by or on behalf of the
Buyer, as Buyer's sole and exclusive remedy:
6.3.1.1 Terminate this Agreement by giving Seller timely written notice of such
election prior to or at Closing, and thereupon this Agreement shall
terminate, and all parties hereto or mentioned herein shall be relieved and
released of all further obligations, claims and liabilities hereunder except
those that expressly survive any such termination of this Agreement; or
6.3.1.2 Waive, prior to or at the Closing, the applicable objection, default, or
condition and proceed to close the transaction contemplated hereby in
accordance with the remaining terms hereof without any adjustment in the
Purchase Price, and Buyer shall have the right to specific performance
thereof.
6.3.2 If Buyer breaches its obligations pursuant to this Agreement, Seller shall have, as
its sole and exclusive remedy, the right to terminate this Agreement by giving
Seller timely written notice of such election prior to or at Closing, and thereupon
this Agreement shall terminate, and all parties hereto or mentioned herein shall
Page 11 of 15
be relieved and released of all further obligations, claims and liabilities
hereunder.
6.4 Default or Breach After Closing. The terms of this Agreement may be enforced by either
Buyer or Seller by seeking any appropriate equitable or legal remedies, including
injunctive relief, specific performance, and damages.
6.5 No Third Party Beneficiary Enforcement. It is expressly understood and agreed that the
enforcement of the terms and conditions of this Agreement, and all rights of action
relating to such enforcement, shall be strictly reserved to the undersigned parties and
nothing in this Agreement shall give or allow any claim or right of action whatsoever by
any other person not included in this Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services
or benefits under this Agreement shall be an incidental beneficiary only.
6.6 Notice. Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed given and effective when delivered by electronic mail,
Express Mail, Federal Express, or like service, or on the third mail delivery day after it is
deposited in the United States mail, postage prepaid by certified or registered mail, return
receipt requested, addressed to the parties as follows:
If to Buyer: Ground Water Management Subdistrict of the Central Colorado Water
Conservancy District
3209 W. 28th Street
Greeley, CO 80634
If to Seller: Board of County Commissioners of the County of Weld
P.O. Box 758
1150 O Street
Greeley, CO 80632
6.7 Risk of Loss. Seller shall be responsible for all risks of damage, loss, or injury to the
Properties and all Properties -owner liability prior to Closing. In the event any material
damage occurs to the Properties between the Effective Date and the Closing Date, Buyer
may declare this Agreement null and void.
6.8 Brokerage. Seller and Buyer hereby warrant to each other that no real estate agent or
other broker or finder is involved in this transaction. Each party agrees to indemnify and
hold harmless the other against any and all claims based in whole or in part on act of such
indemnifying party for commissions, fees, or other compensation made by any such real
estate agent, broker, or finder as the result of the sale of the Properties contemplated
hereby.
Page 12 of 15
6.9 Governing Law. This Agreement shall be governed by Colorado law. Any warranties or
covenants by and between the parties agreed to herein shall survive the Closing and
transfer of title to Buyer and shall not be merged with the deeds.
6.10 Sole Obligation of Buyer's Water Activity Enterprise. The parties hereto agree any and
all obligations of Buyer under this Agreement are the sole obligations of the Ground
Water Management Subdistrict of the Central Colorado Water Conservancy District
acting by and through its Water Activity Enterprise and, as such, shall not constitute a
general obligation or other indebtedness of the Ground Water Management Subdistrict of
the Central Colorado Water Conservancy District or a multiple fiscal year direct or
indirect debt or other financial obligation whatsoever of the Ground Water Management
Subdistrict of the Central Colorado Water Conservancy District within the meaning of
any constitutional, statutory, or other limitation. The parties agree that in the event of
default by Buyer or failure to meet any of its obligations under the terms of this
Agreement, Seller shall have no recourse against any of the revenues of the Ground
Water Management Subdistrict of the Central Colorado Water Conservancy District
except for the net revenues of the Ground Water Management Subdistrict of the Central
Colorado Water Conservancy District Water Activity Enterprise water fund, or any
successor enterprise fund, after payment of all expenses relating to the operation and
maintenance and periodic payments on bonds, loans and other obligations of the Water
Activity Enterprise of the Ground Water Management Subdistrict of the Central Colorado
Water Conservancy District.
6.11 Entire Agreement. This Agreement, including its exhibits and schedules, which are
hereby incorporated herein, shall constitute the entire agreement between Seller and
Buyer and supersedes any other written or oral agreements between Seller and Buyer.
This Agreement may be modified only by the written agreement of both parties.
6.12 Non -Merger. The rights, obligations, representations and warranties under this
agreement or under any other document entered into under this agreement will not merge
on closing.
6.13 Assignment. This Agreement shall be binding upon, and shall inure to the benefit of,
Seller and Buyer and their respective successors and assigns. Neither party may assign, its
interest under this Agreement without the prior written consent of the other party.
Page 13 of 15
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date set forth above:
SELLER:
ATTEST: Wail/ Sc
Weld County Clerk to the Board
De.uty Clerk to the Boar
COUNTY OF WELD
STATE OF COLORADO
COUNTY OF WELD, a political
subdivision of the State of Colorado
(Wit0
Julie A. Cozad, Chair/ MAR 2 7 2017
Board of County Commissioners
of the County of Weld
lett
Acknowledged before me this day ofF7e2017, by Julie Cozad, Chair, Board
of County Commissioners of the County of Weld.
WITNESS my hand and official seal.
My Commission Expires: /
CHERYL LYNN HOFFMAN
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20144048044
MY COMMISSION EXPIRES DEC. 19, 2018
otary Pub
Page 14 of 15
020/% O1st-.
BUYER:
STATE OF COLORADO
COUNTY OF WELD
GROUNDWATER MANAGEMENT
SUBDISTRICT OF THE CENTRAL
COLORADO WATER CONSERVANCY
DISTRICT BY AND THROUGH ITS
TER ACTIVITY ENTERPRISE
C
7 ..
By: Randall C. Kn ' tson
President of the Board of Directors
rAMMY J RUSCN
NCrr.ARv PUBLIC
STATE OF COLORADO
NOTARY !D 'i!; a/i1O345
MY COMMISSION EXPi?cS 13, 2021
Acknowledged before me thisa day of , , 2017, by Randall C. Knutson as
President of the Groundwater Management Subdistrict of the Central Colorado Water
Conservancy District by and through its Water Activity Enterprise.
WITNESS my hand and official seal.
My Commission Expires:
TAMMY3RUSCN
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20134030345
MY COMMISSION EXPIRES MAY 13, 2021
Notary P
Page 15 of 15
RE: PURCHASE AND SALE AGREEMENT - CENTRAL COLORADO WATER
CONSERVANCY DISTRICT
APPROVED AS. TO SUBSTANCE:
Elected Official or Department Head
A//A-
Director of General Services
APPROVED AS TO FUNDING:
Controller
Figure 1: Hokestra Pit Location Map
_Air irate bit I
a . N 68W01
Legend
River
Rural Ditch Return Flow
❑❑❑❑❑= Southeast Fill Ditch
Clay Liner
Slurry Wall
Hokestra Cells
PLSS Section Lines (6th P.M.
Fir
AMS11
Mine
F'restone
eld Count Headgate
Cells
'tc h ' etu rn
ine &
low,
ub-DrainP
� a
-
DISCAIMER:
The GIS database and data in the product is subject to constant
change and the accuracy and completeness cannot be and is not
guaranteed. The designation of lots or parcels or land uses in the
database does not imply that the lots or parcels were created or
that the land uses comply with applicable State or Local Law.
WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES,
EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS.
ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR
ACCEPTS ANY LIABILITY ARISING FROM ANY INCORRECT,
INCOMPLETE. OR MISLEADING INFORMATION CONTAINED
THEREIN.
8r:erriv, L.Xi d L? '.V eacEysv f ` FJWS7U Gti`J-o jr t. 3��y lOrft
250 500
1,000
1,500
Feet N
Existing trail to be removed
between these 2 points
Figure 2: Hokestra Trail Realignment Map
It... a
0
200 400
Legend
Condition
Existing
CCWCD Proposal
River
Hokestra Cells
DISCAIMER:
The GIS database and data in the product is subject to constant
change and the accuracy and completeness cannot be and is not
guaranteed. The designation of lots or parcels or land uses in the
database does not imply that the lots or parcels were created or
that the land uses comply with applicable State or Local Law.
WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES,
EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS,
ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR
ACCEPTS ANY LIABILITY ARISING FROM ANY INCORRECT,
INCOMPLETE, OR MISLEADING INFORMATION CONTAINED
THEREIN.
800
1,200
Feet
Existing Access Points
Haul Rd
m""m"". Maintenance Rd
.••..u..•••• Secondary Rd
I River
Rural Ditch Return Flow
EEEnIDE Southeast Fill Ditch
Clay► Liner
Slurry Wall
Hokestra Cells
PLSS Section Lines (6th P.M.)
1,500
Feet
County
Figure 3: Hokestra Existin• Road and Access M
x'sting road outside
of C ay iner
xist(g oad nside
o outh lur all
County
eadgate
ate
Cells
0 250 500
1,000
ft wide
hVara
ad
Slur all
outside
Existing
DISCAIM ER:
The GIS database and data in the product is subject to constant
change and the accuracy and completeness cannot be and is not
guaranteed. The designation of lots or parcels or land uses in the
database does not imply that the lots or parcels were created or
that the land uses comply with applicable State or Local Law.
WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES,
EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS,
ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR
ACCEPTS ANY LIABILITY ARISING FROM ANY INCORRECT,
INCOMPLETE, OR MISLEADING INFORMATION CONTAINED
THEREIN.
Esther Gesick
From:
Sent:
To:
Cc:
Subject:
Chloe and Devin,
Esther Gesick
Monday, January 15, 2018 4:46 PM
Chloe Rempel; Bruce Barker
Cheryl Hoffman; Devin Traff; Chris D'Ovidio; Esther Gesick
RE: Transfer of Lupton Meadows Ditch Stock Certificates
1) Bruce can correct me if I don't quite accurately capture this, but he and I just spoke and he indicated we do not
need to have items #2017-0052 thru #2017-0586 recorded (which included the original documents with Central
Colorado Water Conservancy District for the Purchase and Sale Agreement, Assignment of Water Shares, Mining
Lease, ROW Operations Agreement, and Water Storage Agreement all dated 3/27/2017). Please proceed with
finalizing distribution and filing.
2) Similarly the related Stock Assignment (#2017-3870, dated 11/13/17) does not need to be recorded. He also
indicated that we may go ahead and release the original Stock Certificates that we have in our possession (No.
0475 = 18 shares; No. 0624 = 8 shares; and No. 0631 = 26 shares) to Devin to come and pick up, and Bruce is
working on providing an Indemnification from the County for the 0.25 Share from the Slavic property, which will
be the final piece to satisfy the obligations under the Bearson Court Decree and the resulting agreement
between the County and Central.
3) On a separate item of business, but somewhat related is document #2017-1058, dated 4/17/2017, for the Four
(4) Petitions far Class C Irrigation and Non -Irrigation Water Allotment Contracts with Central — please contact
Lynn Kramer to see if the last two Contracts No. 1177 and No. 1178 have been signed. If so, we need to have
the originals returned so we can have them recorded (perhaps not because it is required, but because the other
two No. 1174 and 1175 were already recorded and we should stay consistent within this same document).
4) Accounting is copied on this message and is cleared to go ahead and make the necessary Banner entries and
payments.
Thanks!
Esther E. Gesick
Clerk to the Board
1150 O Street/P.O. Box 758/Greeley, CO 80632
tel: (970) 400-4226
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed
and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please
immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents
of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Chloe Rempel
Sent: Monday, November 13, 2017 11:22 AM
1
To: Bruce Barker <bbarker@weldgov.com>
Cc: Cheryl Hoffman <choffman@weldgov.com>; Esther Gesick <egesick@weldgov.com>; Devin Traff
<dtraff@weldgov.com>
Subject: Transfer of Lupton Meadows Ditch Stock Certificates
Bruce,
Attached are the items we discussed this morning. I am hoping to close out 2017-0853 pending revisions
regarding the Class C Contract and recording. If you would like that document recorded, then I believe I will
also need to record 2017-3870. Esther will create new certificates once we have the go ahead from you.
2017-0853: Pending decision on Class C Contract and recording
2017-3870: 11/13 Consent Agenda
Thank you!
Chloe A. Rempel
Deputy Clerk to the Board
Weld County
1150 O Street
Greeley, CO 80631
tel: 970-400-4225
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
2
% Q t 4-eAA k.\)2_0l tO
�cvc� or, cACD5/ t7
Chloe Rempel
From:
Sent:
To:
Cc:
Subject:
Bruce Barker
Friday, April 14, 2017 9:38 AM
Chloe Rempel; Don Warden; Barb Connolly
Esther Gesick; Cheryl Hoffman
RE: FINAL RESOS - 5 Agreements
Not yet. I need to finalize some things on them regarding th
Bruce T. Barker, Esq.
Weld County Attorney
P.O. Box 758
1150 "0" Street
Greeley, CO 80632
(970) 356-4000, Ext. 4390
Fax: (970) 352-0242
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or
otherwise protected from disclosure. If you have received this communication in error, please immediately notify
sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action
concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly
prohibited.
From: Chloe Rempel
Sent: Friday, April 14, 2017 9:15 AM
To: Bruce Barker <bbarker@co.weld.co.us>; Don Warden <dwarden@co.weld.co.us>; Barb Connolly
<bconnolly@co.weld.co.us>
Cc: Esther Gesick <egesick@co.weld.co.us>; Cheryl Hoffman <choffman@CO.WELD.CO.US>
Subject: RE: FINAL RESOS - 5 Agreements
Bruce,
None of the five documents have been recorded, per your conversation with Esther and Cheryl. The
documents have been finalized as they appear in the above attachments. Would you like me to have them
recorded?
Chloe A. Rempel
Deputy Clerk to the Board
Weld County
1150 O Street
Greeley, CO 80631
tel: 970-400-4225
01-0/7-
.2„017-0f54
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Bruce Barker
Sent: Friday, April 14, 2017 8:33 AM
To: Chloe Rempel <cremoel@co.weld.co.us>; Don Warden <dwarden@co.weld.co.us>; Barb Connolly
<bconnotly@co.weld.co.us>
Subject: RE: FINAL RESOS - 5 Agreements
Have these been sent to recording? We need to double-check to see they have all of their attachments.
Bruce T. Barker, Esq.
Weld County Attorney
P.O. Box 758
1150 "O" Street
Greeley, CO 80632
(970) 356-4000, Ext. 4390
Fax: (970) 352-0242
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or
otherwise protected from disclosure. If you have received this communication in error, please immediately notify
sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action
concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly
prohibited.
From: Chloe Rempel
Sent: Thursday, April 13, 2017 9:36 AM
To: Bruce Barker <bbarker@co.weld.co.us>; Don Warden <dwarden@co.weld,co.us>; Barb Connolly
<bconnolly@co.weld.co.us>
Subject: FINAL RESOS - 5 Agreements
Hello,
Attached are the final resolutions signed by the Board of County Commissioners. Please forward as necessary.
2017-0852: Purchase and Sale Agreement for Hokestra Pit — Central Colorado Water Conservancy District
2
2017-0853: Agreement for Assignment of Water Shares— Central Colorado Water Conservancy District
2017-0854: Mining Lease for Hokestra Property —Central Colorado Water Conservancy District
2017-0855: Right -of -Way Operations Agreement for Hokestra Pit Central Colorado Water Conservancy District
2017-0856: Agreement for Use of Water Stored in Koenig Reservoir — Central Colorado Water Conservancy
District
Sincere regards,
Chloe A. Rempel
Deputy Clerk to the Board
Weld County
1150 O Street
Greeley, CO 80631
tel: 970-400-4225
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
3
Hello