KNOW ALL MEN BY THESE PRESENTS, That this Agreement is made between ________________________________, and his/her/their/its successors and assigns, executor(s), receiver(s), legal representative(s), and heir(s) (hereinafter referred to as "Seller") and WestWater Resources, a New Mexico business trust, as water rights broker (hereinafter referred to as "Broker").
WHEREAS, the Seller warrants that Seller is the lawful seller of surface and/or ground-water rights (hereinafter referred to as the "Property") appurtenant to a well or land more particularly described as follows:
TOWNSHIP - RANGE - SECTION DESCRIPTION
METES AND BOUNDS DESCRIPTION
Comprising ____________ acres of land more or less in and __________ acre feet of consumptively used water situate in ________________ County, in the State of _______________ .
WHEREAS, the Seller desires to employ the Broker and the Broker is willing to act for the Seller in selling the Seller's Property.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed as follows:
1. The Seller shall employ the Broker as his/her/their/its exclusive agent to sell the Property for $ USD $___________ per acre foot of consumptive use water rights and upon the other terms and conditions contained herein.
2. The Broker accepts the appointment and shall use his best efforts to procure a ready, willing and able buyer of the Property in accordance with the terms of this Agreement.
3. The Seller shall refer all prospective purchaser of the Property to the Broker.
4. The Seller shall pay the Broker a fee of ten percent (10%) of the purchase price plus any applicable taxes accepted by the Seller if:
5. All notices under this Agreement shall be forwarded through the U.S. Post Office by Certified Mail to the address of the parties hereto as set forth below.
6. Broker shall indemnify Seller, its officers, directors, agents and employees against claims, demands, and causes of action arising during the performance of services and caused by the sole negligence or willful misconduct of Broker.
7. Seller its successors and assigns shall defend and save harmless Broker, its trustee(s) officers, directors, agents and employees from all claims, demands and causes of action except where such claims, demands, and causes of action shall have been caused by the sole negligence or willful misconduct of Broker.
8. Neither party nor their affiliated companies, nor the trustees, directors, officers, agents, employees, contractors, shareholders, certificate holders, or beneficiaries of any of the foregoing, shall be liable to the other in any action or claim for consequential or special damages, loss of profits, loss of opportunity, loss of product, or loss of use and any protection against liability for losses or damages afforded any individual or entity by these terms shall apply whether the action in which recovery of damages is sought is based on contract, tort (including sole, concurrent or other negligence and strict liability of any protected individual or entity), statute or otherwise. To the extent permitted by law, any statutory remedies which are inconsistent with these terms are waived.
9. Seller and its successors and assigns will hold Broker and its trustees, officers, employees, certificate holders, beneficiaries and Sellers harmless and indemnify them for any action instituted as a consequence of any claim for damages including but not necessarily limited to reasonable attorney's fees, expert fee(s), and any other costs.
10. Neither the Trustee(s), officers, employees, certificate holders, beneficiaries nor clients of Broker shall be held to any personal liability by reason of the performances of services hereunder and that Seller or its successors or assigns waives all rights and privileges against Broker, its employees, officers, certificate holders, beneficiaries or clients.
11. In the event of any court ordered judgment adverse to Broker, Seller or its successors or assigns agrees to look only to the assets of Broker for satisfaction thereof.
12. Broker's Services are performed as an independent contractor.
13. Broker will have no liability for any failure to perform or delay in performance due to any circumstances beyond its reasonable control, including, but not limited to, strikes, riots, wars, fires, flood, explosion, acts of nature, acts of governments, labor disturbances, delays in transportation or inability to obtain material or equipment.
14. The Seller's engagement of Broker represents Seller's acceptance of Broker's terms as set forth herein and which constitutes the entire understanding.
15. If any portion of this Agreement are held invalid or unenforceable, any remaining portion shall continue in full force and effect.
16. There shall be no assignment of the rights or obligations by either party and any assignment shall render the duties and obligations of the other party null and void.
17. This Agreement shall commence on the last date herein below inscribed and terminate one (1) year from the date of signature.
Subscribed and sworn to before me by William M. Turner who appeared before me this _____ day of _____________, 2000 and who did state that he has been authorized by the Board of Trustees to enter into this Agreement as memorialized by a Minute to the Minute Book thereof.
Subscribed and sworn to before me by _____________________________________, who appeared personally before me this ____ day of ________, 2000 and who has signed the hereinabove instrument as his/her/their sui juris act and who is/are legally authorized to sign the hereinabove instrument and do hereby attach documentary evidence of his/her/their authority if acting on behalf of any fictitious legal entity of public or private law.