RESOLUTION NO. 2017-093 A RESOLUTION APPROVING THE PURCHASE AND SALE AGREEMENT BETWEEN PLUM CREEK CA, LCC AND THE TOWN OF CASTLE ROCK [United Water and Sanitation District's infrastructure and water rights in Douglas County] WHEREAS, the Purchase and Sale Agreement is between Plum Creek CA, LLC ("PCCA") and the Town ofCastle Rock, acting by and through the Castle Rock Water Enterprise; and WHEREAS, PCCA owns, or will own prior to closing of the specified purchase and sale, certain real property, infrastructure, water rights and contractual rights in Douglas County, Colorado that are more fully described and defined in the Agreement as the "Property"; and WHEREAS, the Town desires to acquire additional water and water rights and additional infrastructure and real property to construct additional infrastructure for its municipal water and utility systems and to this end, the Town seeks to acquire the Property; and WHEREAS, PCCA is willing to sell the Property to the Town and the Town is willing to purchase the Property on and subject to the terms and conditions to this Agreement. NOW, THEREFORE BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF CASTLE ROCK, COLORADO AS FOLLOWS: Section 1. Approval. The Purchase and Sale Agreement in the form attached as Exhibit 1 is hereby approved. Section 2. Authorization and Encumbrance. The Town Council authorizes the expenditure in the amount of $10,500,000 from account 211-4375-443.77-54 (Plum Creek Diversion Structure) and $12,000,000 from account 210-4275-442.78-97 (Groundwater Rights Purchase) for a total cost of $22,500,000 plus standard closing costs as determined at closing. PASSED, APPROVED AND ADOPTED this 7th day of November, 2017 by the Town Council ofthe Town ofCastle Rock, Colorado, on first and final reading by a vote of 5 for and 0 against. ATTEST: TOWN OF CASTLE ROCK isaAnderson,^ownjClerk Jeraiifer Green, Mayor ved^ to form: Annrp^ed as to content: Roberta , Town Attorney Mark Marlowe, Director ofCastle Rock Water PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of November 7, 2017 (the "Agreement Date") is between PLUM CREEK CA, LLC, a Colorado limited liability company ("PCCA" or "Seller"), and the TOWN OF CASTLE ROCK, a Colorado home rule municipality, acting by and through the CASTLE ROCK WATER ENTERPRISE P'Town" or "Buyer"). RECITALS A. PCCA owns, or will own prior to closing of the specified purchase and sale, certain real property, infrastructure, water rights and contractual rights in Douglas County, Colorado, that are more fully described and defined in this Agreement as the "Property." B. The Town desires to acquire additional water and water rights and additional infiastructure and real property to construct additional infrastructure for its municipal water and utility systems and to this end, the Town seeks to acquire the Property. C. PCCA is willing to sell the Property to the Town and the Town is willing to purchase the Property on and subject to the terras and conditions in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows. AGREEMENT 1. Property Defined. As used in this Agreement, the term "Property" means the following described property in Douglas County, Colorado: (a) Bell Mountain Tracts. The real property described in Exhibit A. in fee simple, together with PCCA's interest in all reversions, remainders, easements, rights-of- way, appurtenances, hereditaments appertaining to or otherwise benefiting or used in connection with the fee simple real property (the "Bell Mountain Tracts"). (b) Bell Mountain Easements. The permanent easements described in Exhibit B (together, the "Bell Mountain Easements"), together with PCCA's interest in all reversions, remainders, easements, rights-of-way, appurtenances, hereditaments appertaining to or otherwise benefiting or used in connection with the Bell Mountain Easements. (c) Buyer's Plum Creek Easements. The Buyer's Plum Creek Easements are the Buyer's Storage Easement and the Pipeline Easement (as defined below), together with PCCA's interest in all reversions, remainders, easements, rights-of-way, appurtenances, hereditaments appertaining to or otherwise benefiting or used in connectiontherewith, which are further described with reference to the following: 2010691990 20 (i) The Plum Creek Easements. The easement granted under a Donation Deed of Perpetual Easement dated May 30, 2006 and Recorded on August 4, 2006 at Reception No. 2006067074 ("Storage Easement") and a second Donation Deed of Perpetual Easement dated May 30, 2006 and Recorded on August 4,2006 at Reception No. 2006067075 ("Pipeline Easement"). The Storage Easement and Pipeline Easement are referred to collectively as the "Plum Creek Easements." (ii) Buyer's Storage Easement. For purposes ofthe sale ofthe Property to Buyer, the Storage Easement has been divided into three easement parcels. The two easement parcels that are part of the Property and that will he conveyed to Buyer are legally described in (A) Exhibit C-1. which parcel is referred to in this Agreement as the "Buyer's Principal Storage Easement" and (B) Exhibit C-2. which parcel is referred to in this Agreement as the "Restricted Easement." The Buyer's Principal Storage Easement and the Restricted Easement are collectively referred to as the "Buyer's Storage Easement." (iii) Seller's Retained Easement. That portion ofthe Storage Easement that is not being conveyed to Buyer as part of the Buyer's Storage Easement is referred to in this Agreement as the "Seller's Retained Easement". The Property being sold to Buyer does not include, and United Water & Sanitation District, a quasi-mimicipal corporation and political subdivision of the State of Colorado ("United"!, is retaining all right, title and interest in and to, Seller's Retained Easement, together with United's interest in all reversions, remainders, easements, rights-of-way, appurtenances, hereditaments appertaining to or otherwise benefiting or used in connection with the Seller's Retained Easement. (iv) For reference purposes only, a diagram of the Buyer's Storage Easement and the Seller's Retained Easement is attached as Exhibit C-3. (v) Pipeline Easement. The Pipeline Easement in its entirety is part of the Property that will be conveyed to Buyer and is legally described in Exhibit C-4. Seller retains no interest in the Pipeline Easement. (d) The permanent easements described in Exhibit D (collectively, the "Ravenna Pipeline Easements"!, together with PCCA's interest in all reversions, remainders, easements, rights-of-way, appurtenances, hereditaments appertaining to or otherwise benefiting or used in cormection with the Ravenna Pipeline Easements. (e) The permanent easements described in Exhibit E (collectively, the "Cherokee Ranch Easements"!, together with PCCA's interest in all reversions. remainders, easements, rights-of-way, appurtenances, hereditaments appertaining to or otherwise benefiting or used in connection with the Cherokee Ranch Easements. (f) The Bell Mountain Easements, the Buyer's Storage Easement, the Pipeline Easement, the Ravenna Pipeline Easements and the Cherokee Ranch Easements shall be referred to as the "Easements." (g) The Denver Basin groundwater and water rights described on Exhibit F (the "Water Rights"), which water and water rights include the Bell Mountain Ground Water, the Cherokee Ranch Ground Water and the direct flow and storage water rights (the "Ravenna Water Rights") (all as defined in Exhibit F). including all of Seller's interest in the Water Rights, and including all of Seller's interest in the Water Rights Improvements (as defined below). (h) All buildings, structures, improvements, and appurtenances located on the Easements and the Bell Mountain Tracts (the "Improvements") including (i) the Plum Creek diversion, storage and delivery system which includes an existing reservoir, a diversion structure and existing pumps and pipelines and any other equipment or facilities relating thereto (the "Plum Creek Improvements"): and (ii) all water diversion, carriage, storage or transmission structures and facilities, pumps, outlet works, wells, headgates, ditches, ponds, reservoirs, plumes, measuring devices, splitter boxes and other equipment and facilities related thereto related to the Bell Mountain Ground Water (the "Bell Mountain Improvements"). The principal components ofthe Plum Creek Improvements are further depicted on Exhibit G. The principal components of the Bell Mountain Improvements are further depicted on Exhibit H. Collectively, the Plum Creek Improvements and the Bell Mountain Improvements shall be referred to as the "Water Rights Improvements." (i) Seller's interest in any leases, utility rights and/or capacity, easement licenses, approvals, decrees, and permits and agreement and rights appurtenant to the Bell Mountain Tracts, Easements, Water Rights and Improvements, or owned or used by Seller in comvection with the Bell Mountain Tracts, Easements, Water Rights and Improvements, it being the intention of the parties that the Town succeed to any rights and obligations of the Seller pertaining in any way to the Bell Mountain Tracts, Easements, Water Rights and Improvements; (j) All of Seller's right, title and interest in and to the agreements, personal property (tangible or intangible), rights of way, licenses, well permits, approvals and permits (including any federal, state or local permits or approvals for the Plum Creek diversion)