HomeMy WebLinkAbout1.03 Landowners InformationPURCHASE AND SALE CONTRACT
by and among
AMERICAN SODA, L.L.P.
as the 13utyer
and
UNION OIL COMPANY OF CALIFORNIA
as the Seller
and
THE WILLIAMS COMPANIES, INC.
as the Guarantor
as of Miay 11, 1999
I. PRECLOSING MATTERS
1, Setttetnent Agreement - recorded May 12, 1 999 in the office of the Clerk and
Recorder of Garfield County, Colorado in Book 1129 at Page 28 as Reception No. 545329.
2. Special Limited Power of Attorney . recorded May 12, 1999 in the office of the
Clerk and Recorder of Garfield County, Colorado in Book 1129 at Page 34 as Reception No.
545330.
11. CLOSING MATTERS
3. Special Warranty Deed - dated as of May 11. 1999 - recorded May 12, 1999 in
the office of the Clerk and Recorder of Garfield County, Colorado in Book 1129 at Page 50 as
Reception No. 545331.
4. Quitclaim Deed - dated as of NIA!. f I. 1999 - recorded \ta+ I '. I,)99 its the office.
of the Cieuk and Recorder of Garfield County. Colorado in Book 1129 a Page 110 as Reception
No. 545331.
1crmiou.,
5. Utility Easements Agreement - dated as of May 11, 1999 - recorded May 12, 1999
in the office of the Clerk and Recorder of Garfield County, Colorado in Book 1129 a t Page 1 1 7
as Reception No. 545333.
G. Easement Agreement (Intake Parcel) • dated as of May 11, 1999 - recorded May
12, 1999 in the office of the Clerk and Recorder of Garfield County, Colorado in Book 1 129 at
Page 152 as Reception No. 545334.
7. Subordination Rights Assignment Agreement dated as of May 11, 1999 - recorded
May 12, 1999 in the office of the Clerk and Recorder of Garfield County, Colorado in Book 1129
at Page 170 as Reception No. 545334.
8. Assignment and Assumption Agreement (Permits) - dated as of May 11, 1999 -
recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield County, Colorado in
Book .1129 at Page 176 as Reception No. 545335.
9. Assignment and Assumption Agreement (Puckett Lease) - dated as of May 11,
1999 - recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield County,
Colorado in Book 1 129 at Page 183 as Reception No. 545336,
10. Quit Claim Deed (Parachute Creek Water Rights) - recorded May 12, 1999 in the
office of the Clerk and Recorder of Garfield County, Colorado in Book 1129 at Page 188 as
Reception No. 545337.
11. Quit Claim Deed (Parachute Creek Reservoir Conditional Water Rights) - dated
as of May 11, 1999 - recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield
County, Colorado in Book 1129 at Page 195 as Reception No. 545338.
12. Quit Claim Deed (Meadow Wells Water Rights) - dated as of May 11, 1999 -
recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield County, Colorado in
Book 1129 at Page 198 as Reception No. 545339.
13. Quit Claim Deed (Roaring Fork Drainage Historical Consumptive Use Credit)
dated as of May 11, 1999 - recorded May 12, 1999 in the office of the Clerk and Recorder of
Garfield County, Colorado in Book 1129 at Page 202 as Reception No. 545340.
14. Quit Claim Deed (Pumping Pipeline Conditional Water Rights) - dated as of May
11, 1999 - recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield County-,
Colorado in Book 1129 at Page 206 as Reception No. 545341.
15. Quit Claim Deed (Vieweg Ditch) - dated as of N, fay 11, 1999 - recorded May 12,
1999 in the office of the Clerk and Recorder of Garfield County, Colorado in Book 1129 at Page
209 as Reception `o. 5453.42.
16. Water Structures License Agreement - dated as of May 11, 1999 - recorded May
12, 1999 in the office of the Clerk and Recorder of Garfield County, Colorado in Book 1 129 at
Page 212 as Reception No. 545343.
17. Water Rights and Water Facilities Operations and Maintenance Agreement -. dated
as of May 11, 1999 - recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield
County, Colorado in Book 1129 at Page 216 as Reception No. 545344.
18. Declaration of Covenants, Conditions, Restrictions, Waivers and Releases - dated
as of May 1 1 , 1999 - recorded May 12, 1999 in the office of the Clerk and Recorder of Garfield
County, Colorado in Book 1129 at Page 249 as Reception No. 545345.
19. Memorandum of Right of First Refusal - dated as of May 11, 1999 - recorded May
12, 1999 in the office of the Clerk and Recorder of Garfield County, Colorado in Book 1129 at
Page 258 as Reception No. 545346.
20. Bill of Sale - dated as of May 11, 1999 - recorded May 13, 1999 in the office of
the Clerk and Recorder of Garfield County, Colorado in Book 1129 at Page 615 as Reception
No. 545477
21. Power of Attorney - The Williams Companies, Inc.
22. Guaranty dated May 11, 1999 from The Williams Companies, Inc.
23. Post Closing Matters letter agreement dated May 11, 1999.
24. Post Closing Matters letter agreement dated May 11, 1999 with Exxon.
25. Corporate Certificate of Union
26. Settlement Statement
27. FIRPTA Affidavit executed by Union
28. DR 1083 executed by Union
29. I099 executed by Union
30. Opinion Letter of Holcomb & Green, P.C.
!C FI:K- 5o7a:.;
3
III. POST CLOSING MATTERS
31. Rail Spur Agreement - dated as of May 11, 1 999 - recorded July 6, 1999 in the
office of the Clerk and Recorder of Garfield County, Colorado in Book 1138 at Page 824 as
Reception No. 548388.
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1 III111111111111111111111111111111 1111111111111 II 1111
545332 05/12/101 12:09P 61129 P110 M gt-£6ORF
1 or 7 R 36.00 D 0.00 GARFIELD COUNTY CO
Hb :C'ORDI►Ni; R1QttESFED 13Y AND
WHEN RECORDED, MAIL TO:
Jat•obs Chase Frick KleinkopfA Kelley LLC
1051) Seventeenth Street, Suite 1501)
Denver, Colorado 802(,'
Attn: Michael A. Smith
QUIT (1,1lIM_IXEF l)
ANION 011. COMPANY OF CALIFORNIA, a California corporation ( "Grantor "), with
an address of 376 South Valencia Avcnitc, Brea, California 9282.1, for the consideration of Teri
Dollars ('S10.00), in hand paid, hereby sells and quitclaims to AMERICAN SODA, L.1..I'., a
Colorado limited liability partnership, its successors and assigns ("Grantee"), with an address of
710 Cooper Street, Glenwood Springs, Colorado 81602, all of Grantor's tight, title and interest,
i f any, in and to certain real property located in [Garfield County, Colorado as more particularly
described on Schedule :attached hereto and incorporated herein by this reference (the "Real
Estate "), taking exception for and reserving to Grantor those matters excepted and rights
reserved by Grantor under the Special Warranty Deed given by Grantor to Gran ►tee dated as of the
date hereof and recorded in Book (J q at Page .5 .0 in the Real Estate Records of Garfield
County, Colorado.
I xccuted this 10th day of May, 1999 to be c0 dive as of May 11, 1999.
h.tllet.r' Gr&� .a.y-"C'. Wirztacki
i
Ass iJ_at t Secretary
lk iKK -41}17 1
UNION ()11. COMPANY 01' CAI,I1'(MZNIA,
a California corporation
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Name: 1..N. Weiss
Title: General Manager, Asset Management Group
A -2 -(I)
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545332 5/12/1599 12:09P 81129 P111 11 ALSDORF
2 of 7 R 36.00 D 0.00 GARFIELD COUNTY CO
rlcccplCtl thin 1 till clay or May, 19,0)
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COI MTV 014 GA !WIELD
AMIil&I('AN S0I)A, l.,I..l'., a
C'oicrr atlo liruitcd liability partnership, by
Al1LI1 ican AI1:.tli, lac., a ('olo1ralo corporation, as
a pal 1uc:r
--
Name: Irvin Nielsen
rifle. President
tilt: foregoing insttniacnt was acknowledged before Inc hits I Itlt day of May 1999, by
Irvin Nielsen, as President orAniorican Alkali, inc., a Colorado corporation, as a partner of
American Soda, L,L.I'., a Colorado limited liability partnership on bchalfot'said limited liability
pttrhrer311i 1,-�Y p��lt
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3 of 1 R 36.0 D 0,00 GARFIELD COUNTY CO
UN MAY 1 U 19119 1 WI-OIE ME, JANICE A. AUDISS, NOTARY 1lLril I ::: PERSONALLY API'EARFE) _ I.,11._WFASS.01w
LUIS N WE 1.9.8.) AND GRL(iORY f . WIFIZBICKI P3'rlSONALLY KNOWN 1 MI- 10 BI THE Pr:HSONS WEIOSE• NAMES ARE
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AIJTITOOTZL0 CAPACITIES, AND "'HAT BY THEIR :310NA1LJRLO ON THE I`JS'klfl.ENT THr PERSONS, OR THE ENTITY UPON
HI.UALF or WI 'ICI I11IL PERSONS ACTED, FXFCUIFI) IHE INS 1RUMEN'.
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lnotinh the rnfurmatiOn bclnw Is not regtnred by law. it may pave valuab;e to tlel:il s Iefying on the document and
milli) prevent fraudulent removal and reattachment of this form to another document.
DESCRIPTION OF ATTACHED DOCUMENT:
TITLE OR TYPO OF DOCUMENT; Quitclaim peed
NUMBER OF PAGES: DATE OF DOCUMENT May 10,,19J3
CAPACft Y OF SIGNERS: S: General Martagei�flsset Management Group, and Asstslant Secretary.
SIGNERS REPRESENT; linipo Qi1_(gmpany of California
SIGNERSS) OTHER THAN NAMED ABOVE:
Ill1111 11111 11E11 1111 111111 111111111111111111
545332 05/12/1999 12:09P 01120 P113 li R1.SDORf°
4 of 7 R 36.00 1i 0.00 GfRFXELD COUNTY CO
Selucduie 1
(Milt:lied to and ming a Intl! lir UK" l,uit
Claim Decd dated as of May 11, 1999
between Union Oil Company of California
and American Soda, 1..1..P -)
Boundary Legal Description
A -2 - (4)
C 0 MM 1 Tti KN T
Plat td so.
SCH1tDt3L1, A (continued) ardor ho. 5:2,03071J-C3
5. The land rcift,rrod I.o in the commitment iu covering the land in t :he state of
Colorado, County of Garfield described au Eollowu:
PARCEL 11:
A tract, of land situated in Sections 34 and 35, Township 6 South and
Suctions 1, 2 and 3, Township 7 South. all in Range 96 West, of the
Sixth Principal Meridian, Garfield County, Colorado, being more
particularly described as £ollowa:
Beginning at the S1 corner of Said Section 3;
thence. N12 °54'113 E along the East line ot said Section 3 a distance
of 2671.84 feet to the E1 /4 corner of said Section 3;
thence N88 °33'13° W along the ease -west centerline of said Section 3 a
distance of 2894.96 Meet to the center of said Section 3;
thence NO7 °14'18" 6 along the north -south centerline of said section 3
a distance of 2655.70 feet to the H1 /4 corner of said Section 3;
thence M88 018'46" 1@ along the north line of said Section 3 d distance
or 1:199.93 feet to the SE corner of the W1/2W1/2 of said Section 34;
thence N01 °20'57' 6 along the east line of the W1 /2W1/2 of paid
SeCtiOn 34 a distance of 2779.21 feet to a point on the southerly
right -of -way of County Road #215;
thence 442.42 feet along said southerly right-of-way an arc of a curve
to the left having a radius of 1550.00 fees, an included angle of
16 °22'14" and a chord which bears S48 °51'23" 6 a distance of 440.92
feet;
thence s57 °02.00" E along said right-of -way a distance of 72.08 feet;
thence 290.07 feet along said right -of -way an arc of a curve to the
left having a radius of 1390.58 feet, an included angle of 11'57'06"
and a chord which bears S63 °00'33" E a distance of 290.22 feet to a
point on the west line ot UNOCAL parcel 7681;
thence N01 °46'59" E along said west line a distance of 339.02 feet to
che northwest corner of said parcel, also being a point on the
east -west centerline of said Section 34;
thence 688 °41•2G" E along sa10 east -west centerline_ of Section 34
distance of 664.00 feet to the center of Section 34;
thence S08 °43459" 5 continuing along said east -west centerline of
Section 34 a distance of 2631.21 feet to the E1 /4 corner of said
Section 39:
thence S01°39'46" W along the east line of said Section 34 d distance
of 1339.40 feet to the 51/16 corner common to said Sections 34 and 35;
thence SB_a °281' 3n" B along. titre north lino of the SW-1 /e W1/4 of said
suction as a distance or 1322-74 feet to the N6 corner of che
sW1 /4SW1 /4 of said Section 35;
t.!►eitco S01 °12'20' W along the eust line of the JW1/4SW1 /9 of Said
Section 35 a distance of 1335.01 feet to the SR corner of the
SW1 /4SW1/4 of Section 39; -
thence 588 °36'26" 6 along the south line of said Section 35 a distance
of 1333.53 feet to the 51/4 corner of said Section 35;
(Continued)
FIRST AMERICAN TITLE INSURANCE COMPANY
1 111111 11111 111111 11101 111 111111 111 11 111 Hill 1111 1111
545332 08/12/1899 12:09P D1129 P114 M RLSOORF
5 of 7 R 36.00 0 0.90 GARFIELD COUNTY CO
ixoht. DESCRIPTION {continued} Order No. 500307 C3
thence S87 °16'54" E continuing along said south line a distance of
1277.76 feet to the NW corner of the NC1 /4NE1/4 of said Section 2;
thence S07 °3b'i1" w along the westline of said N$1 /4NE1 /l a distance
of 1214.93 feet to the SW corner of snid N131/4NE1/1;
thence 589v40'30" E along the south line of said NE1/4N11/4 a distance
Of 1294.06 feet to the SE corner of said NE1 /4X1/4;
thence su!°uri 3 "i" w along the east line of said Section 2 a distance
of 1142.72 feet to the 1:1/4 corner of said Section 2;
thence 506 °2v 4t,^ W continuing along said east line a distance of
1336.0U feet to the S1/16 corner common to Sections 1 and 2;
thence S89 °49'53" W along the northerly line of the SE1/4SF1/4 of said
Section 2 a distance of 245.55 feet to a point on the westerly
1 Ly11t -ox -way of County Rand 4215;
thence 170.83 fnr!t along said right,-of-way. an arc of a spiral curve
to cne left the chord of which bears S14 ".11 "37" E a distance of 178.82
feet;
tin nee continuing alone said right -or -way 361.81 Leet along en arc of
a circular curve to the left having a radius of 1195.92 feat, an
included angle of 17 °23'03 ", and a chord which bears SZ6 °W0J' E a
distance of 360.42 feet to a point on the northerly line of the U.S.
Lab, Inc:. property us recorded in Book 898 at Page 699 of the Garfield
County Records;
thence 510°22'41- H along saki northerly lino a distance of 751.50
feet to the Northwest corner of said U.S. Lab. property;
thence along the westerly line of eiad U.S. 1,ab, Inc. laxopeity the
following nine courses; 833 °36'23" E a distance of 490.65 feet;
thence 5L6 "42'41" lira distance of 49.62 feet;
thence S26 °35'09" W a distance of 85.01 feet;
thence 900 °3G' 5e" II a cli5tance of 50.17 feet;
thence S19 056'04° k a distance of 10,86 feet;
thence S40 °34`54" 8 a distance of 42.77 reef;
thence S78 °12'42" 8 a distance of 49.63 feet:
chance N80°37'42 • B a distance of 33.42 feet;
thence S23 °34'02" 1: a distance of 192.11 feet to a point on the south
line of said Section 21
thence Ne8 020'19" N along said south line a distance of 1116.66 feet
to the 01/16 corner between ;sections 1 and 2;
thence N88 020'26" W along said south lieu d distance of 1336.03 feet
to the 81/4 corner of said Section 2;
thence S85°30'58° W continuing along said south line a distance of
2656.13 feet to the SW corner of said Section 2, the point of
beginning.
nXCI 'T the right of way for County Road N21S as recorded in nook 657
(Continued)
I 111111 11111111111111111 111111 111111 111111 1111 1111
545332 05/12/1090 12e0011 01128 P110 11 ALSOORF
FIRST AMERICAN T'I'LE INSURANCE COMPANY 6 of 7 R 36.00 0 0.00 GARFIELO COUNTY CO
Adjacent Property Owners:
Bureau of Land Management
2300 River Frontage Road
Silt, CO 81652
Encana Oil & Gas (USA) Inc.
2717 County Road 215, Suite 100
Parachute, CO 81 635
Puckett Land Company
5460 Quebec St., Suite 250
Greenwood Village, CO 80111-1917
Williams Production RMT Company
1515 Arapahoe Street, 'Power 3, Suite 1000
Denver, CO 80202
Mineral Interest Owners:
Union Oil of California
P.O. Box 7600
Brea, CA 92822 -7600