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Attachment 1 Purchase and sale agreement between the YCWA PID and the sellers of Water Rights PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreement") is entered into by and between Yuma County, Colorado, a body politic and corporate ("Buyer"}, and the individuals and entities listed on it A hereto (hereinafter collectively referred to as the "Sellers", and each individually, as a "Seller") and is effective as of the Effective Date (as defined below). Buyer and Sellers are each individually referred to herein as "Party" and collectively referred to herein as the "Parties." The "Effective Date" of this Agreement shall be the date on which it has been duly executed by all of the Parties. RECITALS A. Buyer, represented by the Board of County Commissioners (the "Board") of Buyer, has adopted a resolution approving a petition for the organization of, and ordering an election to create, the Yuma County Water Authority Public Improvement District (the "District"}, a public improvement formed pursuant to the County Public lmprovement District Act of 1968 (C.R.S. 30-20-501, e! seq., hereinafter, the "Act"). B. Sellers own water rights or interests in water rights in the North Fork of the Republican River drainage basin, as well as certain appurtenant rights and easements to operate, access and maintain the ditches associated therewith, all as more specifically described in xhibit A attached hereto and incorporated herein by reference together with existing infrastructure appurtenant to the listed ditches and reservoir including, to the extent applicable, headgates, measuring devices, gages, laterals, outlet works and spillways ("Water Rights"). C. Buyer intends to form the District for the purpose of acquiring the Water Rights and the Sellers' Covenants, as that term is defined below in Section 8. D. Buyer desires to purchase the Water Rights and acquire the Sellers' Covenants and Sellers are willing to convey the Water Rights and grant (or cause to be granted) Sellers' Covenants to Buyer, subject to the terms and conditions set forth in this Agreement. E. Following formation of the District, Buyer intends to assign all rights and obligations of this Agreement to the District, in which case the District shall thereafter be referred to as Buyer. AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals and in consideration of the covenants, promises, payments and agreements herein set forth, the adequacy, sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows: Agreement to Buv and Sell. Subject to the terms and conditions set forth herein, Sellers hereby agree to sell and convey to Buyer, and Buyer hereby agrees to acquire and purchase from Sellers. the Water Rights and Sellers' Covenants in exchange for consideration of Twenty Million Dollars ($20,000,000) paid to Sellers as provided for in Section 2 below together with 123b61111 1 8 1 23 2 I 12368\1\1204400.5 Attachment 1 - 1