Ordinance 2021-1804 - Laserfiche WebLink

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WHEREAS, the Ditch Company reorganized in 1996, which resulted in the Baseline Land & Reservoir Company issuing new shares of stock to the City for only the Water Storage Rights previously associated with the Water Stock, which rights no longer are represented by the Water Stock; and WHEREAS, CK Ventures desires to purchase the Water Stock and, thereby, acquire the right to use the proportional share of Direct Flow Water and of any other interests now represented by such Water Stock; and WHEREAS, additionally, as consideration for the water rights CK Ventures seeks to acquire, CK Ventures has offered the City certain interests with respect to a pipeline that may allow for the City's operation of other water rights of higher value; and WHEREAS, as such, the City is willing to sell the Water Stock, but only if the City receives an assignment of CK Venture's right to use and/or construct facilities to transport certain water rights to the Bull Canal ("Pipeline Rights") or other consideration in lieu thereof as described herein; and WHEREAS, the Parties mutually desire to set forth in this Agreement the terms and conditions for the purchase and sale of the Water Stock and setting forth the terms and conditions of the Pipeline Rights; and NOW THEREFORE, in consideration of the mutual promises, covenants and warranties set forth in this Agreement, the City and CK Ventures agree as follows: 1. PURCHASE PRICE AND PAYMENT TERMS a. Purchase of Water Stock. Subject to such rights as are reserved by the City pursuant to this Agreement, and further subject to the terms and conditions described herein, the City hereby agrees to convey all of the City's right, title, benefit, privileges and interest in the Water Stock to CK Ventures at the time of Closing. b. Purchase Price. The cash portion of the purchase price for the Water Stock is Five Million U.S. Dollars ($5,400,000), subject to possible adjustment as provided in paragraph 2.c. hereof (the "Purchase Price"). c. Earnest Money. Within five (5) days after the Effective Date of this Agreement, CK Ventures shall deposit Fifty Thousand Dollars ($50,000.00), in good funds, with a Title Company selected by the City, or other mutually acceptable escrow agent selected by the City, to be held as earnest money. The earnest money will only be refundable if CK Ventures terminates the Agreement prior to the end of the Due Diligence Period, or as otherwise as provided herein. If the Agreement is not so terminated, the earnest money shall be non-refundable, and the escrow agent will convey the earnest money to the City, and it will be credited to the purchase price at Closing. Page 2 of 13