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HomeMy WebLinkAbout160251 H W ROGERS & ASSOCIATES - CONTRACT - PURCHASE ORDER - 913117111 -7-2/171 AGREEMENT FOR PURCHASE AND SALE OF STOCK THIS AGREEMENT is made and entered into effective as of the day of A 2013, by and between ] 1. W. ROGERS & ASSOCIATES, LLC, a Co rado limited liability company ("the Seller") and THE CITY OF PORT COLLINS, COLORADO, a municipal corporation ("the Buyer"). RECITALS The Seller is the owner of one (1) share of the capital stock of the Boxelder Ditch Company (`the Company") evidenced by Certificates Numbered 355 for one-half (1/2) share, and 266 for one-half (1/2) share) ("the Stock"). The Seller desires to sell and the Buyer desires to purchase the Stock. AGREEMENT for and in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby confessed and acknowledged, the parties hereto agree as follows: 1. Purchase and Sale. The Seller agrees to sell and the Buyer agrees to buy the Stock on the terns and conditions set forth in this Agreement. 2. Purchase Price. The purchase price of the Stock shall be One Hundred Seventy -Five Thousand Dollars ($175,000). 3. Payment of Purchase Price. The Purchase Price of the Stock shall be payable by the Buyer to the Seller in immediately available certified funds at the time of Closing. 4. Closing. The Closing of this transaction shall be held on February 27, 2013, in the offices of Buyer, 215 N. Mason, Port Collins, CO at 1:00 p.m., or at such other time and location as the parties may mutually agree. At the time of Closing, the Seller shall deliver to the Buyer original Certificates for the Stock and an executed separate assignment transferring ownership thereof to Buyer. 5. Fees and Assessments. All fees related to the transfer of the Stock and the Company's assessment for 2013 shall be paid by Buyer. 6. No Representations. The Seller makes no representations or warranties, express or implied, concerning the Stock, the quantity of water to be delivered, or the use of the water. 7. Remedies. In the event of default in the performance of any of the terms or conditions of this Agreement, the non -defaulting party shall have the right to an action for specific performance or damages, or both. The Court shall award to the party that substantially prevails in any such litigation all costs and reasonable attorneys' fees incurred in regard to such litigation. 8. Counterparts. A copy of this Agreement may be executed by each party separately and when each party has executed a copy of this Agreement, such copies taken together shall be deemed to be a full and complete contract between the parties. Signatures may be evidenced by facsimile transmission. Facsimile signatures shall be acceptable the same as originals; provided, however, that a copy of this Agreement with original signatures shall be provided upon request of either party. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the Stock and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Agreement. No subsequent modification of any of the terms of this Agreement shall be valid, binding upon the parties, or enforceable unless made in writing and signed by both parties. Any obligation in this Agreement which, by its terms, is intended to be performed subsequent to the date of Closing shall survive the Closing of this transaction and shall not merge into the various documents executed and delivered at the time of Closing. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written. SELLER: I -I. W. ROGERS & ASSOCIATES, LLC, a Colorado limited liability company By: 4*we&;v Garth W Rogers/Manager FOUV"t THE CITY OF FORT COLLINS, COLORADO, a muni al cor oration By: grin A. Atteberry, City Manager ssi nt 0, -( Attorney STOCK ASSIGNMENT FOR VALUE RECEIVED, I1. W. ROGERS & ASSOCIATES, LLC hereby sells, assigns, and transfers unto THE CITY OF FORT COLLINS, COLORADO .5 shares of the capital stock of The Boxelder Ditch Company standing in its name on the books of said Corporation represented by Certificate No. 266; and .5 shares of the capital stock of The Boxelder Ditch Company standing in its name on the books of said Corporation represented by Certificate No. 355; herewith and does hereby irrevocably constitute and appoint the Secretary of said Corporation to transfer said stock on the books of said Corporation with full pONVer of substitution in the premises. DATED this - 77 day of F. gj. u4 2013. H. W. ROGERS & ASSOCIATES, LLC By: jo�, .vi— Garth W. Roger/Manager In the presence of: Witness l lll46., Vu��Acle r of �t dks Incorporated UndertheLaws of the State of Colorado` �_.. r�rig�Y z'^`3 5 �' �9u�' >a �4e k'w-__!ai'p"B•a. This-is"to,Certify, That; RTw..—xoge-r-s- &-t:sso�i��� c L is the oev/er of-----------5------ ------ Share in the Capita! Stach of The Box Elder DitchCompan;',transferableonlronthebooksojsaidCompany,inpersonorbyattorney, - on surrender.oj Iris Ce.0ficate properly endorsed /;\' N ITtit. fVHCREOF Tile soul Company has caused 1 ds CC?!If.-,(tjte to be signed biits PR'esidem and Setretrr) and the Curomare �.-ro ne rslli.crd or llins, Calomdo. this 'I1 <h'a! j ^tnh, : gnnR ( —7 4/ //. / SECRETARY PPE =NT. ®40[5 50'R Incorporated Under the Laws of the State of Colorado e This is. to Certify, That H. W. ROGERS AND ASSOCIATES is the ozone?- of One—half of One (. 5)------- Share n the Capital Stock of The Box Elder Ditch Company, transferable only on the books of said Company, in person or, by attorney, on surrender of this Certificate properly endorsed. l,V 1171T.SF.SS WHEREOF, The said Company has caused this Cerlipcate to be signed b, its President and Secrclary, and the Corporate seal to be affixed, at Fort -Collins. Colurado.. this.......... ....... �-.5 r SECRETARY. .. ..PRESIDENT. ©GOc553n