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THIS AGREEMENT, Including the Exhibits attached hereto, rAgreement') is made and
<br />entered Into this _%*_ day of 2005 by and between A¢GREGATE
<br />INDUSTRIES -- WEST CENTRAL REGION, INC. ("Seller, whose addrese Is attention.:
<br />Michael Refer, Moe President of Adminletratlon,1707 Cole Boulevard, Suite 100, Golden,
<br />Colorado 80401, and THE CITY OF THORNTON ("Momton'), whose address Is 9800 Clvio
<br />Center Drive, Thornton, Colorado 80229, acting by and through its City Council (Soler and
<br />Thornton sometimes collectively referred to as the "Parties" •
<br />WITNESSETH:
<br />WHEREAS, Sailor represents that Its affiliate, CAMAS Colorado, Inc, Is the owner of 3.0
<br />shares (Certificate number 970) of the capital stook of the Colorado Agricultural Ditch Company
<br />(hereinafter referred to as the `Colorado Ag Shares'), being a mutual ditch company organized
<br />and existing under the laws of Colorado ("the Company"); and further represents that the Seler
<br />Is In the process of obtaining approval from the Colorado Agricultural Ditch company to change
<br />the ownership to Aggregate Industries, and
<br />WHEREAS,. Soler represents that It has knowledge of the hlstortc use of the Colorado
<br />Ag Shares for Irrigation purposes both on -the lands (the "lands") and for uses as described In
<br />the Statement of Hlstodcal Uses of Water Rights, Exhlbit A, attached hereto and incorporated
<br />herein; and
<br />WHEREAS, Seller desires to eel to Thornton and Thornton desires to purchase from
<br />Seiler, the Colorado Ag Shares, and all the beneficial ownership rights associated therewith;
<br />and
<br />WHEREAS, Thornton owns fully consumable water In Its munkApal water system, which
<br />water may be delivered to the South Platte River, and
<br />WHEREAS, Thornton desires to lease to Soler and Seller desires to lease from
<br />Thornton a portion of Thomton'a fully consumable water.
<br />NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
<br />and agreements herein contained, and other good and valuable consideration, the receipt and
<br />sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />1. ale aEW P se. Seller agrees to sell to Thornton and Thomton agrees to
<br />purchase from seller, upon the terms and conditions hereinafter set forth:
<br />a. Mgrjil All of Senses right, tide and Interest in the Colorado Ag Shares,
<br />Inoluding Sellers right to request or receive water delivered under the
<br />Colorado AV Shares for any and all uses.
<br />b. Benetbl Owr=Wo, Ali of Seller's beneficial right, title and Interest in all
<br />water, water rights, ditches, ditch rights, reservoirs, reservoir rights, canals,
<br />canal rights, headgetes and all other assets, rights, tide or Interests
<br />represented by the Colorado Ag Shares, and, In addition, and in no way
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