HomeMy WebLinkAboutbocc.res.066.2008RECEPTION#: 551001, 07/14/2008 at
11:52:06 AM,
1 OF 8, R$0.00 Doc Code RESOLUTION
Janice K. Vos Caudill, Pitkin County, CO
A RESOLUTION OF THE BOARD OF COUNTY COMM1S51UNERS
OF PITHIN COUNTY, COLORADO AUTHOffiZING
PITKIN COUNTY TO ENTER INTO AN
INTERGOVERNMENTAL AGREEMENT WITH THE
STARWOOD METROPOLITAN DISTRICT FOR THE SALE OF WATER RIGHTS
RESOLUTION 6(.G - 2008
Recitals
1. Pitkin County is the owner of 8 cubic feet per second absolute of the Stapleton
Brothers Water Ditch, decreed on October 16, 1933 in Civil Action No. 3000, Pitkin County
District Court, State of Colorado.
2. Pitkin County obtained a decree dated January 31, 2005 for change of water right,
approval of plan for augmentation and appropriative right of exchange regarding this water right.
This change included confirmation of 220 acre-feet per year of consumptive use water credits.
3. An estimated 18 acre-feet per year of consumptive water credits wil( be used by
Pitkin County to irrigate landscaped acreages on the Aspen-Pitkin County Airport property.
Pitkin County may retain, sell or lease the remaining 202 acre-feet per year credits.
4. Pitkin County desires to sell and Starwood Metropolitan District desires to
purchase 65.00 feet of the Stapleton Brothers Ditch Credits.
5. Purchase price per foot shall be $]0,000.00 keeping consistent with the present
day market for a total of $650,000.00
6. The date of closing shall be no later than 180 days afrer mutual execution of the
Intergovemmental Agreement attached hereto as Exhibit A, and shall take place independent of
Starwood Metropolitan DistricYs water court application.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF PITHIN COUNTY, COLORADO, that the Board of County
Commissioners of Pitkin County and the Starwood Metropolitan District enter into an
Intergovernmental Agreement for the purchase and sale of water rights, and authorizes the Chair
to execute the Intergovernmental Agreement on behalf of Pitkin County, after approval of such
agreement by the County Attorney.
INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE 28~n
DAY OF MAY, 2008.
NOTICE OF PUBLIC I3EARING PUBLISHED IN THE ASPEN TIMES
WEEKLY ON 1ST DAY OF JUNE, 2008.
~eoo dGC- ~aa~'
APPROVED UPON SECOND READING AND PUBLIC HEARING ON THE 25T'~
DAY OF NNE, 2008.
PUBLISHED AFTER ADOPTION IN THE ASPEN TIMES WEEKLY ON THE~~
DAY OF ~, 2008.
ATTEST:
APPROVED AS TO FORM:
~---- -_
~-_f_~
John M.~Ip -
Cflun~ AtYorney
Vresos/starwood meVO.res
BOARD OF COUNTY COMMISSIO
OF PITHIN COUNTY, COLORADO
~~-C~ 'I («~~<<.i~
Jac Ij tfield, Chair~; 9n '
Date:
~
MANAGER APPROVAL:
~
;~
~ ~~..~'~~.~ .
Hilary Fletc eY
County Ma a~er
~
INTERGOVERNMENTAL AGREEMENTFOR THEPURCHASE
AND SALE OF WATER RIGHTS
This Intergovernmental Agreement (hereinafter referred to as ZGA") is entered inro
between the County Commissioners of Pitkin County, whose address is in caze of John Ely, Esq.,
PiHdn County Attorney's Office; 530 E. Main S~eet, Aspen, Colorado 81611 ("Selle~") and the
Board of Directors for the Starwood Metropolitan District, 121 Stewazt Drive, Aspen, Colorado
81611('Buyei"), effective this ~0 day of `~~ 11~ . 7A08.
RECITALS
WHEREAS, Seller is the owner of the following described water right: 8 cubic feet per
second absolute of the Stapleton Brothers' Dltch, decreed on October 16,1933 in Civil Action No.
3000, Pitldn County District Court, State of Colorado, with an appmpriation date of June 30,
1904; and
WHEREAS, Seller obtained a decree dated January 31, 2A05 for change of water right,
approval of plan for augmentation and appropriative right of exchange regarding this water
right hom the Dishict Court, Water Division No. 5, Case No. 99CW306; and
WHEREAS, the change of Stapleton Bmthers' Ditch water right in Case No. 99CW306
included confirmation of 22A acre-feet per year of consumptive use water credits ("Stapleton
Brothers' Ditch Credits"); and
WHEREAS, of the 220 aae-feet per yeaz of Stapleton Brothers' Ditch Credits, an
estimated 18 acre-feet per yeaz will be used by the Seller to irrigate landscaped acteage on the
Aspen-Pitkin County Airport property; and
WHEREAS, pursuant to the application for change of water right, app:oval of plan for
augmentation and appropriative right of exchange in Case No. 99CW306, the remauung 2A2
a¢e-feet per yeaz of Stapleton Brothers' Ditch Credits may be retained by Pitkin County, or sold
or leased to other water users; and
WH6REAS, Buyer is a Metropolitan District organized under the laws of the State of
Colorado to among other things, provide water service to the Starwood Subdivision;
WHEREAS, Buyer intends to incorporate the Stapleton Brothers' Ditch Credits in a
supplemental augmentation plan to be filed with the Division 5 Water Cour~
WFIEREAS, Sellei desires to sell and Buyer desires to purchase Stapleton Brothers' Ditch
Credits as follows:
Now, therefore, in consideration of the mutual promises set forth in this IGA, the parties
agree as follows:
1. Agreement to Suy and Sell Water Ri¢hts. Seller agrees to sell and Buyer agrees to
buy 65.00 acre feet of the Stapleron Brothers' Ditch Credits described above, as calculated
as an overall percentage of the 220 acre-feet per yeaz of mnsumptive use credits. These
o EXHIBIT
~ A3
IGA FOR PURCHASE AND SALE: Stapleton Brothers' Ditch
Page 2 of 6
65 acre-feet of Stapleton Brothers' Ditch Credits shall be delivered pro-rata out of the
monthly distribution set forth in the decree in Case No. 99CW306 to the extent physically
and legally available, and shall not include any Grizzly Reservoir storage water available
to the County.
2. Price and Payment.
a. Purchase Price: Buyer agreesto pay Sellerthe purchase price of Ten Thousand
Dollars ($10,000.00) per aae foot of adjudicated historic mnsumptive use for a total
purchase price of Six Hundred PiHy Thousand Dollars ($650,000), by wire transfer to
a bank acmunt designated by Seller.
b. Escrow: Upon full execution of this IGA, Buyer shall deposit Sixty-Five Thousand
Dollars ($65,000) into an interest-bearing esaow account for the benefit of Seller. In
the event that Buyer temtinates this IGA pursuant to Sub-pazagraph c, below, Seller
will refund the Sixty-Pive Thousand Dollars ($65,000) plus any interest accrued, to
the Buyer within 10 days of the written notice of terntination. In the event Buyer
terminates the IGA for any other reason, Buye~'s eamest money shall not be
refunded to Buyer. If Seller terminates the IGA, Buyer shall receive the interest
payment.
c. Review of Information. Buyer, through any employees, agents or other
designees of Buyer that it may designate, shall have the right to review and inspect
any information relating to the Stapleton Brothers' Ditch Credits or the subject
matter of this IGA that Buyer may obtain either before or after the effective date of
this IGA. If Buyer determines, in its sole and subjective discretion, that the tifle to or
status of the Selle~'s Interest in and to the Stapleton Brothers' Ditch Credits is not
satisfactory to Buyer or that there is insufficient evidence to establish the historic use
of the waMr to Buyets satisfaction, Buyer shall provide written notice of its
determination ("Notice of Unsatisfactory Condifions') to Seller within 90 days of the
date of this IGA.
d. Pavment of Balance of Purchase Price: At least ~ive (5) days prior to closing Seller
shall provide Buyer with the name and address of its bank, the name under which
the bank account is held, the bank account number, the wire transfer routing
number, and any other information zequired to complete the wire transfer. Buyer
shall arrange for the balance of the purchase price, Five Hundred Eighty Five
Thousand Dollazs ($585,000), at closittg as further described in Pazagraph 7, below.
3. Warranties. Seller hereby warranis and represents to Buyer, and such warcanties
shall be applicable and in Eull force in effect as of the date of closing of this IGA, that:
a. Seller owns good and mazketable tifle to the Stapleton Brothers' Ditch Credits
described in the RecitaLs above, free and cleaz of all liens, encumbrances and
adverse claims to the use and enjoyment thereof.
b. Seller has taken all actions and received all authori7ations necessary to make this
IGA a valid obligation binding upon it.
~
IGA FOR PURCHASE AND SALE: StapleWn 8rothers' Ditch
Page 3 of 6
c. The Stapleton Brothers' Ditch Credits have been quantified by the Water Court
in the manner reqnired by law, there has been no intent to abandon or other
action taken to abandon in whole or in part and the Stapleton Brothers' Ditch
Credits aze not cunenfly the subject of an abandonment proceeding.
d. Seller makes no waxranties or reptesentations about the suitability of the
Shpleton Brothers Ditch Credits for Buyef s use or purposes.
4. Transfer of Histonc c:onsumpnve use ~:reaus nssociatea wim me ~m~,ew~.
Brothers' Ditch Credits. Seller shall transfer the historic mnsumptive use credits decreed
to the Stapleton Brothers' Ditch Credits to Buyer by a speaal warranty deed insuring
that grantor did not convey or adversely affect flfle during its ownership tenure.
5. i)ry-up Covenant. As a result of this sale and the changes mntemplated herein,
Seller agrees to execute a Dry-up Covenant.
6. Water Court A~proval, It will be necessary for Buyec W obtain Water Court approvai
m utilize the Stapleton Brothers Ditch Credits as a source of replacement water in the
plan for augmentation. Seller agees to cooperate with Buyer and assist Buyer as needed
providing informaflon necessary to quantify historic consumptive use or any other
information necessary to obtain a de¢ee in this matter. The parties shall be responsible
for their individual costs and attomey fees assoc3ated therewith.
7. Qosin¢. The date of closing shall be 180 days following mutual execution of this IGA
At closing, the following actions shall occur:
a. Buyer shall wire to Seller the balance of the purchase price in the amount of Five
Hundred Eighty Five Thousand Dollars ($585,000).
b. Seller shall deliver to Buyer a duly executed and aclrnowledged special wananly
deed as described above.
c. Seller shall deliver the Dry-up Covenant desrn'bed above.
d. The pazties shall execute, acknowledge and deliver any and all other documents
necessary to carry out the intent and purposes of this IGA and to comply with
applicable law.
8. Time of Essence; Remedies. Time is of the essence. If any payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is not
performed or waived as herein provided, there shall be the following remedies:
a. If Buyer is in default, Seller may elect to terminate this IGA, or Seller may elect to
treat this IGA as being in full force and effect and Seller shall have the right to
specifiic performance or damages, ox both.
b. If Seller is in default, Buyec may elect io terminate this IGA, or Buyec may elect to
treat this IGA as being in full force and effect and Buyer shall have the right to
specific performance or daznages, or both.
7
IGA FOR PURCHASE AND SALE: Stapletoa Brothers' Ditch
Page 4 of 6
c, Anything to the conErary herein noiwithstanding, 9n the event of any litigation
arising out of this IGA, the rourt shall awazd to the prevailing parry all
reasonable costs and expenses, including attomey fees.
9, Miscellaneous Provisions.
a. All provisions hereof shall apply to and be binding npon the parties hereto, their
agents, successors and assigns.
b. All notices or other wmmunications required oc permitted undec this IGA shall
be in writing, and shall be personally delivered or sent by facsimile
telecommunicatiaa, by overnight air express servit~ or by cezti4ied mail, postage
prepaid, retum receipt requesred, addressed to the parties at their respective
addresses set forth below, which, for purposes of this IGA, are the law offices of
the pazties' respective attomeys. Such notice or other communication shall be
deemed given (i) upon receipt if personally delivered, (ri) upon sending if
delivered by facsimile telecoaununication, (iri) one business day after tendering
ro a reputable overnight air e~cpmss service, and (iv) thtee business days after
mailing if by certified ma~1. Notice of change of addresa shall be given by written
notice in the manner detailed above,
To Seller: To Buyer:
Boazd of County Commissioners of
Pifldn County
Attn: John Ely, Esq.
Pitldn counry Attomey
530 E. Main Street, Suite I
Aspen, CO 81611-2939
(970) 9?A-5190
Starvrood Metropalitan District
Executive Director of the Boazd of
Directors
121 Stewart Drive
Aspen, Colorado 81611
{970)925-8939
Widi copies ro:
With copies to:
Timothy Beaton, Esq.
Moses, Wittemyer, Harrison &
Woodzuff, P•C.
P.O. Box 1440
Boulder, CO 80301
(303) 443-8782
Paul J. Taddune, Esq.
Law Office of Paul J. Taddune
323 W. Main Street, Ste 301
Aspen, CO 81611
(970)925-9199
Balcomb & Green, P.C.
PO Drawer 790
Glenwood Springs, CO 81602
(970)945-6546
c. All pmmises, warranties, covenants and representations rnntained in this IGA
shall survive the closing.
d. T'his IGA shall be govemed under, and construed pursuant to, the laws of the
State of Colorado.
IGA FOR PURCHA3E AND SALE: Stapleton Brothers' Dkch
Page 6 of 6
e. T'his IGA shall be modified by writing only, which writing must be executed by
the pazties hereto in order to be effective.
f. Neither party has had any contact or dealings regarding the Stapleton Brothers'
Ditch Credits, or any communication in connection with the subject matter of
this transaction, through any licensed real estate bmker, entity, agent,
mmmission salesperson, or other petson who will daim a right to compensation
or a commission or findefs fee as a procudng cause of the sale contemplated
herein, T'he parties agree that no commissions aze due and owing as a result of
this transaction.
g. This IGA may be executed in rnunterparls, a11 of which taken together shall be
considered one instrument.
h. This IGA may be executed by facsimile, any of which, shall be deemed an
original signature and bind the executing party.
i. This IGA shall be efEective on the last date it is signed by the parfles.
j. Confidentialitv. Buyer recognizes and agrees that part of the mnsidemtion for
the purchase by Buyer of the sale watec rights is the maintenance of the
confidentialily of the terms and purchase price paid by $uyer. Buyer shall not
disclose to othera any terms or condition of this Agreement except as required in
the peiformance of its fidudary duHes or in the rnucse of litigation or otherwise
as cequired by law, or except as expressly permitted by Seller. Seller shall be
perntitted to disclose the purchase price and terms and conditions of this
Agreement in its discretion for purposes oc facilitating other sales of Sellefs
water right interests.
WHEREFORE, the pazties have executed this IGA effecfive as of the date set forth above.
BOARD OF COUNTY COMIvIISSIONERS OF PITK[N STARWOOD MEl'ROPOLTTAN DISTRICf
COUtv'1'Y
/
By: <' ' BY=
Its: /~~cc I : esiVo~+T
ATTEST:
STnxwoon M~xoroLrrnnr DisTx[cr
~~ Il~i
By:Me H es •7~a~~~
Executive Director
~
IGA FOR PURCHASE AND SALE: Stapleton Brothers' Ditch
Page 6 of 6
Approved as to form:
Prn~r COUNrY
~ ~~
By:John Ely ~ ~
Its: Attornev /
BALCOM~& GR/F~IN,~P.C.
oVYI ~
Swtt M. Balcomb
Sara M. Dunn
~
RECEPTION#: 551002, 07/14/2008 at
11:52:07 AM,
~ OF s, R$0.00 Doc Code AGREEMENT
Janice K. Vos Caudiii, Pitkin County, CO
INTERGOVERNMENTAL AGREEMENT FOR THE PUItCHASE
AND SALE OF WATER RIGHTS
This Intergovernmental Agreement (hereinafter refened to as "IGA") is entered inro
between the County Commissioners of PiHdn County, whose address is in care of John Ely, Esq.,
PiHdn County Attomey's Office; 530 E. Main Street, Aspen, Colorado 81611 ("Selle~") and the
Board of Directors for the Starwood Metropolltan District, 121 Stewazt Drive, Aspen, Colorado
81611 ("Buyet'), effective this 3~ day of '~~ tl ~l.. , 7A08.
RECITALS
WHEREAS, Seller is the owner of the following described water right: 8 cubic feet per
second absolute of the Stapleton Brothers' Ditch, decreed on October 16,1933 in Civil Action No.
3000, Pitkin County District Court, State of Colorado, with an appropriation date of June 30,
1904; and
WHEREAS, Seller obtained a deaee dated January 31, ?A05 for change of water right,
approval of plan for augmentation and appropriative right of exchange regarding this water
right from the District Court, Water Division No. 5, Case No. 99CW306; and
WHEREAS, the change of Stapleton Brothers' Ditch water right in Case No. 99CW306
included confirmation of 220 acre-feet per year of consumptive use water credits ("Stapleton
Brothers' Ditch Credits"); and
WHEREAS, of the 220 acre-feet per yeaz of Stapleton Brothers' Ditch Credits, an
estimated 18 acre-feet per yeaz will be used by the Seller to irrigate landscaped aaeage on the
Aspen-Pitkin County Airport property; and
WHEREAS, pursuant to the applicalion for change of water right, appcoval of plan for
augmentation and appropriative right of exchange in Case No. 99CW306, the remav~ing ?A2
acre-feet per yeaz of Stapleton Brothers' Ditch Credits may be retained by Pitkin County, or sold
or leased to other water users; and
WHEREAS, Buyer is a Metropolitan Dislrict organized under the laws of the State of
Colorado to among other tltings, provide water service to the Starwood Subdivision;
WHEREAS, Buyer intends to incorporate the Stapleton Brothers' Ditch Credits in a
supplemental augmentation plan to be filed with the Division 5 Water Cour~
WHEREAS, Seller desires to sell and Buyer desires to purchase Stapleton Brothers' Ditch
Credits as follows:
Now, therefore, in consideration of the mutual promises set forth in this IGA, the parties
agree as follows:
1. Arzeement to Buv and Sell Water Riehts. Seller agrees to sell and Buyer agrees to
buy 65.00 aae feet of the Stapleton Brothexs Ditch Credib described above, as cakulated
as an overall percentage of the 27A acre-feet per yeaz of consumptive use credits. These
EXHIBIT
e ,~~
IGA FOR PURCHASE AND SALE: Stapleton Brothers' Ditch
Page 2 of 6
65 acre-feet of Stapleton Brothers' Ditch Credits shall be delivered pro-rata out of the
monthly distribution set forth in the decree in Cue No. 99CW306 to the extent physically
and legally avai]able, and shall not include any Grizzly Reservoir storage water available
to the County.
2. Price and Payment.
a. Purchase Price: Buyer agrees m pay Seller the purchase price of Ten Thousand
Dollars ($10,000.00) per acre foot of adjudicated historic wnsumptive use for a total
purchase price of Six Hundred Fifty Thousand Dollars ($650,000), by wire transfer to
a bank acmunt designated by Seller.
b. Escrow: Upon full execution of this IGA, Buyer shall deposit Sixty-Five T'housand
Dollars ($65,000) into an interest-bearing escrow acmunt for the benefit of Seller. In
the event that Buyer ternvnates this IGA pursuant to Sub-paragraph c., below, Seller
will refund the Sixty-Pive Thousand Dollars ($65,000) plus any interest accrued, to
the Buyer within 10 days of the written notlce of termination. In the event Buyer
terminates the IGA for any other reason, Buyefs eamest money shall not be
refunded to Buyer. If Seller Mrminates the IGA, Buyer shall receive the interest
payment.
c. Review of Information. Buyer, through any employees, agents or other
designees of Buyer that it may designate, shall have the right to review and inspect
any information relating to the Stapleton Brothers' Dibch Credits or the subject
matter of this IGA that Buyer may obtain either before or after the effective date of
this IGA. If Buyer determines, in its sole and subjective discretion, that the tifle to or
status of the Selle~'s interest in and to the Stapleton Brothers' Ditch Credits is not
satisfadory to Bnyer or that there is insufficient evidence to establish the historic use
of the water to Buye~'s satisfaction, Buyer shall provide written notice of its
detemtination ("Notice of Unsatisfactory Conditions") to Seller within 90 days of the
date of this IGA.
d. Pavment of Balance of Purchase Price: At least five (5) days prior to closing Seller
shall provide Buyer with the name and address of its bank, the name under which
the bank account is held, the bank acrnunt number, the wire transfer routing
number, and any other infomtation required to complete the wire transfer. Buyer
shall azrange for the balance of the pucchase price, Five Hundred Eighty Five
Thousand Dollazs ($585AIX1), at closing as further described in Pazagraph 7, below.
3. Wananties. Seller hereby warrants and represents to Buyer, and such warranties
shall be applicable and in full force in effect as of the date of closing of this IGA, that:
a. Seller owns good and mazketable tifle to the Stapleton Brothers' Ditch Credits
described in the Reatals above, free and cleaz of all liens, encvmbrances and
adverse claims to the use and enjoyment thereof.
b. Seller has taken all actions and received all authorizations necessary to make this
IGA a valid obligation binding upon it.
~~
IGA FOR PURCHASE AND SALE: Stapleton Brothers' Ditch
Page 3 of B
c. The Stapleton Brothers Ditch Credits have been quantified by the Water Court
in the manner required by law, there has been no intent to abandon or other
action taken to abandon in whole or in part and the Stapleton Brothers' Ditch
Credits aze not currenfly the subject of an abandonment proceeding.
d. Seller makes no wananties or representaflons about the suitability of the
Stapleton Brothers Ditch Cxedits for Buyef s use oz purposes.
4. Transfer of Histnric Consumptive Use Credits Associated with the Stapleton
Brothers' Ditch Credits. Seller shall transfer the historic consumptive use aedits decreed
to the Stapleton Brothers' Ditch Credits to Buyer by a speaal warranty deed insuring
that grantor did not convey or adversely affeM title during its ownership tenure.
5. Dr~-up Covenant. As a result of this sale and the changes mntemplated herein,
Seller agrees to execute a Dry-up Covenant.
6. Water Court Approval. It will be necessary for Buyer to obtain Water Court approval
to utilize the Stapleton Brothers' Ditch Credits as a source of replacement watei in the
plan for augmentation. Seller agrees to cooperate with Buyer and assist Buyer as needed
pcovidix+g information necessary m quantify historic consumptive use or any other
information necessary to obtain a decree in this matter. The parties shall be responsible
for their individual costs and attorney fees associated therewith.
7. Qosinr. The date of dosing shall be 180 days following mutval execution of this IGA
At closing, the following actions shall occur:
a. Buyer shall wire to Seller the balance of the purchase price in the amount of Five
Hundred Eighty Five Thousand Dollars ($585A00)•
b. Seller shall deliver to Buyer a duly executed and aclmowledged special warranry
deed as desQibed above.
c. Seller shall defiver the Dry-up Covenant described above.
d. The pazfles shall execute, acknowledge and delivec any and all other documents
necessary to carry out the lntent and purposes of this IGA and to comply with
applicable law.
8. Time of Essence; Remedies. Tune is of the essence. If any payment due hereunder is
not paid, honored or tendered when due, or if any other obligation hereunder is not
performed or waived as herein provided, there shall be the following remedies:
a. If Buyer is in default, Seller may elect to terminate this IGA, or Seller may elect to
treat this IGA as being in full force and effect and Seller shall have the right to
speafic performance or damages, or both.
b. If Seller is in default, Buyer may elect to ierminate this IGA, or Buyer may elect to
treat this IGA as being in full focce and effect and Buyer shall have the right to
speafic performance or damages, or both.
IGA FOR PURCHASE AND 3ALE: Stapleton Brothers' Ditch
Page 4 of 6
c. Attything to the contrary herein notwithstanding, in the event of any litigation
arising out of this IGA, the wurt shall awazd to the prevailing party all
reasonable costs and expenses, including attomey fees.
9. Miscellaneous Pmvisions.
a. All pmvisions hereof shall apply to and be binding upon the parties hereto, their
agents, successors and assigns.
b. All notices or other rnmmunications required or pemutted under this IGA shall
be in writing, and shall be personally delivered or sent by facsimile
telecommunication, by ovemight air express service or by certified mail, postage
prepaid, retum receipt requested, addressed to the parties at their respective
addresses set forth below, which, for purposes of this IGA, are the law offices of
the parties' respective attorneys. Such notice or other communication shall be
deemed given (i) upon receipt if personally delivered, (ri) upon sending if
delivered by facsimile telemmmunication, (iii) one business day after tendering
to a reputable overnight air express service, and (iv) three business days after
mailixtg if by certified mail. Notice of change of address shall be given by written
notice in the manner detailed above.
To Seller: To Buyer
Boazd of County Commissioners of
Pitldn County
Attn: John Ely, Esq.
Pitldn County Attomey
530 E. Main Street, Suite I
Aspen, CO 81611-2939
(970) 9?A-5190
With copies to:
Timothy Beaton, Esq.
Moses, Wittemyer, Harrison 8x
Woodruff, P.C.
P.O. Box 1440
Boulder, CO 80301
(303) 443-8782
Starwood Metropolitan District
Executive Director of the Board of
Directors
121 Srewart Drive
Aspen, Colorado 81611
(970) 925-8939
With copies to:
Paul J. Taddune, Esq.
Law Office of Paul J. Taddune
323 W. Main Street, Ste 301
Aspen, CO 81611
(970)925-9199
Balrnmb & Green, P.C.
PO Drawer 790
Glenwood Springs, CO 81602
(970)945-6546
c. tll! promises, wazranties, covenants and representations mntained in this IGA
shall survive the closing.
d. This IGA shall be governed under, and construed pursuant ro, the laws of the
State of Colorado.
~~
IGA POR PURCHASE AND SALE: Stapleton Brothen' Ditch
Page 5 of 6
e. This IGA shall be modified by writing only, which writing must be executed by
the pazties hereto in order to be effective.
E. Neither party has had any contact or dealings regazding the Stapleton Brothers'
Ditch Credits, or any communication im m~nection with the subject matter of
this transaction, through any licensed real estate broker, entity, agent,
commission salesperson, or other person who will claim a right m compensation
or a commission or finde~'s fee as a pcocuring cause of the sale contemplated
herein. The parties agree that no commissions aze due and owing as a result of
this transaction.
g. This IGA may be executed in munterparts, all of which taken together shall be
considered one instrument.
h. T'his IGA may be executed by facsimile, any of which, shall be deemed an
original signature and bind the executing party.
i. This IGA shall be effechive on the last date it is signed by the parties.
j. Confidentialitv. Buyer recognizes and agrees that part of the rnnsideration for
the purchase by Buyer of the sale water rights is the maintenance of the
confidentiality of the terms and purchase price paid by Buyer. Buyer shall not
disclose to others any terms or condition of this Agreement except as required in
the performance of its fiduciary duties or in the murse of litigafion or otherwise
as required by law, ot except as expressly permitted by Seller. Seller shall be
peraritted to disclose the purchase price and terms and conditions of this
Agreement in its discretion for purposes or facilitating other sales of Selle~s
water right interests.
WHEREFORE, the parties have executed this IGA effective as of the date set forth above.
BOARD OF COUNTY COMIvIISSIONERS OF PITIQN STARWOOD MEIROPOLTTAN DISTRICT
COUNTY
sy; : , ~ ~, By:
IYS: ~ I'_J ~- C C J ~ L N41 .~ L. I S Qti>
b
ATTEST:
SrnRwooD Msrxorotrrnrr Dtsnucr
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By: Me H nes 7/ a ~ 0~
Executive Diredor
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IGA FOR PURCHASE AND SALE: Stapleton Brothers' Dkch
Page 6 of 8
Approved as to form:
PfTKIN COLRJIY ~- . BALCO~ R~C.
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By: John Ely Scott M. Balcomb
Its: Attorney~~ = l Sara M. Dunn
~~
SPECIAL WARRANTY DEED
TrIIS DEED is made this aari a day of ~~ctrr~ ~ CC , 2008, between the $OARD OF
COIJNTY COMNIISSIONERS OF PITHIN COUNTY, COLORADO Whose address is Plaza 1,1 st Floor,
Courthouse Plaza Building, 530 East Main Street, Aspen, Colorado 81611 ("Grantor"), and STARWOOD
METROPOLITAN DISTRICT, a special district organized and existing under the laws of the State of
Colorado, whose address is 121 Stewart Drive, Aspen, Colorado 81611 ("Grantee"):
WTINESSE'rH that the Grantor, for and in consideration ofthe sum of Ten Dollars and other good and
valuable consideration, the re6eipt and sufficiency of which is hereby acknowledged, has ganted, bargained,
sold and conveyed, and by these presents does grant, bazgain, sell, convey and confum, unto the Grantee, its
successors and assigns forever, the following water rights, together with improvements, if any, situate, lying
and being in the County of Pitkin and State of Colorado, described as follows:
An undivided 13/44'" interest in and to the 8.0 cubic feet per second of the Stapleton
Brothers' Ditch adjudicated in Civil Action 3000, Pitkin County District Court, on October
16,1933, having Priority No. 269, and an apptopriarion date of June 30,1904, as changed by
the decree in Case No. 99CW306, District Court, Water Division No. 5 on January 31, 2005;
together with an equa165 acre-feet of water per yeaz pro rata interest in the fully consumable
consumprive use water credits as quantified and decree the decree in Case No. 99CW306.
ToGE~R with any and all hereditaments and appurtenances thereto belonging, or in anywise
appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and
all the estate, right, interest, claim and demand whatsoever ofthe Grantor, either in law or equity, of, in and to
the above bazgained premises.
To HnvE ANn To HOLn the said premises above bazgained and described with the appurtenances,
unto the Gtantee, its successors and assigns forever. Grantor, for itself, its successors and assigns, does
covenant and agree that it shall and will WAR1tAt~T Arm Fo~vsx DEFErm the above-bazgained premises in
the quiet and peaceable possession ofthe Grantee, its successors and assigns, against a11 and every person or
persons claiming the whole or any part thereof, by, through or under the Grantor.
Irr WI1'xESS WHe1tEOF, the Grantor has executed this deed on the date fust written above.
SOARD OF COUNTY COMNIISSIONERS
PITKIN COUNTY, COLORADO
ay ~ ~ ~
Name: Ci C, ~ ~ 't l
Title: C e~.~'c rw 6~ v~
A'r
By
Nu
Titl
RECEPTlON#: 555335, 12/30/2008 at
09:16:48 AM,
1 oF 2, R$0.00 DF $0.00 Doc Code SPEC
WD
2/,~C Janice K. Vos Caudill, Pitkin County, CO
Special WarrantyDeed (Pitkin Counry/SlmnvoodMeaopolitan DisMct) Page 1 of2
STATE OF COLORADO
COUNTY OF PITKIN
Acknowledged before me this ~d v~d day of ~~ e-~m~~n(' , 2008, by
~ac~ 1~~t1d as l'1w~Yrvil..~n and 1e~a,nv~ff .~Ov~es
as SecretaFy of the Boazd of County Commissioners of Pitkin County, Colorado.
Depwty ueck.
WI'cNF,ss my hand and off~&ial seal.
My Commission expires: ~9~~%~
J~~`1a9e''9 I `9P ~~~~i
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After recording, return to:
Saza Dunn, Esq.
Balcomb & Green, P.C.
P.O. Drawer 790
Glenwood Springs, CO 81602
, ~ ~
No Public
Special Warranry Deed (Pitkin County /Starwood Mebopolitan Disaict) PaBe z of 2