HomeMy WebLinkAbout25-85 Approving a Pedestrian Bridge Construction Funding and Reimbursement Agreement 07-23-2025RESOLUTION NO. 25-85
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF
FIRESTONE, COLORADO, APPROVING A PEDESTRIAN BRIDGE
CONSTRUCTION FUNDING AND REIMBURSEMENT AGREEMENT
WHEREAS, Barefoot, LLC, by itself or through one or more affiliates, is developing
certain real property located within the Town into a community commonly known as Barefoot (the
"Overall Barefoot Community"); and
WHEREAS, as conditions to Barefoot's development of the Overall Barefoot Community,
and to resolve outstanding disagreements respecting impact fees applicable to the Overall Barefoot
Community, Barefoot and the Town have reached an agreement whereby Barefoot will provide a
portion of the funding for the design and construction of a certain pedestrian bridge to be owned
by the Town, which shall be open to the public for pedestrian passage over the St. Vrain River (the
(the "Pedestrian Bridge"), up to a maximum amount, as more fully set forth in the proposed
Pedestrian Bridge Construction Funding and Reimbursement Agreement, attached hereto as
Exhibit A (the "Agreement"); and
WHEREAS, the Town and Barefoot each acknowledge that Town's residents and the
Overall Barefoot Community will benefit from the Pedestrian Bridge, including, without
limitation, their taxpayers and inhabitants; and
WHEREAS, the attached Agreement clearly defines the rights and responsibilities of the
parties in relation to Pedestrian Bridge, and the Board of Trustees finds that entering into the
Agreement is in the best interests of the Town and is a rational means by which to promote the
health, safety and welfare of the Town's residents and the community as a whole.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
THE TOWN OF FIRESTONE, COLORADO:
The Pedestrian Bridge Construction Funding and Reimbursement Agreement between the
Town of Firestone and Barefoot, LLC is approved in substantially the same form as the copy
attached to this resolution. The Mayor is authorized to execute the agreement on behalf of the
Town.
PASSED AND ADOPTED this 23rd day of July, 2025.
onyac Jr May
ATTEST:
is ranados Luna, CMC Town Clerk
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EXHIBIT A
[Pedestrian Bridge Construction Funding and Reimbursement Agreement]
PEDESTRIAN BRIDGE CONSTRUCTION FUNDING AND
REIMBURSEMENT AGREEMENT
THIS PEDESTRIAN BRIDGE CONSTRUCTION FUNDING AND
REIMBURSEMENT AGREEMENT (this "Agreement") is entered into this 23rd day of July,
2025 (the "Effective Date") by and between the TOWN OF FIRESTONE, a Colorado
municipal corporation, of 9950 Park Avenue, Firestone, Colorado 80504 ("Firestone" or the
"Town") and BAREFOOT LLC, a Colorado limited liability company, of 6465 S. Greenwood
Plaza Boulevard, Suite 700, Centennial, Colorado 80111 ("Barefoot"). For purposes of this
Agreement, the Town and Barefoot may be referred to as a "Party" individually and the "Parties"
collectively.
RECITALS
A. Barefoot, by itself or through one or more affiliates, is developing certain real
property located within the Town into a community commonly known as Barefoot (the "Overall
Barefoot Community").
B. As conditions to Barefoot's development of the Overall Barefoot Community, and
to resolve outstanding disagreements respecting impact fees applicable to the Overall Barefoot
Community, Barefoot agrees to provide a portion of the funding for the design and construction
of a certain pedestrian bridge to be owned and managed by the Town and open to the public
providing for pedestrian passage over the St. Vrain River, the location of which is generally depicted
on Exhibit A attached hereto and incorporated herein (the "Pedestrian Bridge").
C. Barefoot will fund a portion of the design and construction of the Pedestrian Bridge,
subject to the Funding Limitation (as defined in Section 2) and the Town's commitment to
reimburse Barefoot in an amount equal to the Funded Amount (defined in Section 2).
D. The Parties acknowledge and agree that each of the Town and the Overall Barefoot
Community will benefit from the Pedestrian Bridge, including, without limitation, their taxpayers
and inhabitants.
E. The Parties acknowledge and agree that there is mutual benefit to the timely review
and approval of land use applications and issuance of building permits in the Overall Barefoot
Community and hereby commit to continued collaboration and cooperation to accomplish the
same.
F. The Parties desire to enter into this Agreement in order to memorialize the terms
and conditions upon which Barefoot will fund a portion of the Pedestrian Bridge, subject to the
Funding Limitation and the Town's commitment to reimburse Barefoot the Funded Amount, and
affirm mutual commitments respecting the timely processing of development review and
approvals.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective agreements of
the Parties contained herein, the Parties agree as follows:
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4934-7878-2037, V. 9
1. Incorporation of Recitals, Purpose. The foregoing recitals are incorporated herein
as if set forth as material conditions of this Agreement. The purpose of this Agreement is to
provide the terms and conditions upon which Barefoot will fiend a portion of the engineering,
design, construction, and installation of the Pedestrian Bridge (the "Project") subject to the
Funding Limitation, and the Town will reimburse Barefoot in an amount equal to the Funded
Amount,
2. General.
(a) With assistance relative to the bidding process provided by Barefoot and
further described under Section 3, the Town will engage such designers, engineers,
surveyors, consultants ("Design Consultants") and construction managers and contractors
("Construction Contractors") that it deems necessary or convenient for completion of the
Project;
(b) Barefoot will fund design of the Project up to an amount equal to Five
Hundred Thousand and 00/100 ($500,000.00) Dollars (the "Design Funding Limitation")
in accordance with Section 4;
(c) Barefoot will fund construction of the Project up to an amount equal to
Three Million and 00/100 ($3,000,000.00) Dollars (the "Construction Funding
Limitation" and together with the Design Funding Limitation, the "Funding
Limitation"), in accordance with Section 5; and
(d) The Town will reimburse Barefoot in an amount equal to the sum of all
funds advanced to the Town pursuant to all Design Funding Requests, as defined in Section
4(b) ("Design Funded Amount") plus all funds advanced to the Town pursuant to all
Construction Funding Requests, as defined in Section 5(b) ("Construction Funded
Amount" and together with the Design Funding Amount, the "Funded Amount"), but not
to exceed the Funding Limitation.
3. Consultant and Contractor Procurement. At the Town's request, Barefoot will
assist the Town with Design Consultant or Construction Contractor procurement, including
assisting with bidding for the Design Contracts (defined in Section 4) or Construction Contracts
(defined in Section 5) or obtaining related proposals or estimates. Notwithstanding the foregoing,
under no circumstances shall Barefoot be obligated to enter into any contract or agreement
otherwise with any Design Consultants or Construction Contractors, which responsibilities are
exclusively that of the Town.
(a) Construction Contractor• Barefoot. The Parties agree that Barefoot, or an
affiliated entity thereof, may be engaged pursuant to a separate agreement by the Town as
a Construction Contractor hereunder; provided, however, that in no event shall the Town
be required to engage Barefoot, or an affiliate thereof, for any such purpose.
4. Project Design, The Town will engage one or more Design Consultants pursuant
to written agreement (a "Design Contract") to prepare the design plans necessary to complete the
Project (the "Project Design Plans"). The Town will provide Barefoot with periodic courtesy
status progress reports on, and copies of, the Project Design Plans.
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(a) Design Funding Requests. Upon the Town's receipt of invoices from
Design Consultants (a "Design Consultant Invoice"), the Town may seek the
advancement of funds from Barefoot to pay the costs of such Design Consultant Invoices
by submitting to Barefoot a "Design Funding Request" including:
(i) The subject Design Consultant Invoice(s);
(ii) The subject Design Contract(s);
(iii) To the extent not included in the Design Consultant Invoice, a
description of the Design Consultant work being funded;
(iv) To the extent available, the actual Project Design Plans being
funded; and
(v) Any other documentation reasonably requested by Barefoot
evidencing the subject work so completed related to the Design Funding Request.
(b) Payment. Upon Barefoot's receipt of a Design Funding Request, Barefoot
shall have sixty (60) calendar days to review and pay the Design Funding Request (the
"Design Funding Request Review Period"). Barefoot may request additional
documentation pursuant to Section 4(b)(v) at any time during the first 30 days of the Design
Funding Request Review Period.
5. Project Construction. The Town will engage one or more Construction Contractors
pursuant to written agreement (a "Construction Contract") to perform, facilitate, and otherwise
provide the construction services necessary to complete the Project (the "Project Construction").
(a) Permitting. The Town will obtain all permitting related to the Project
Construction, including, without limitation, construction, installation, and location (the
"Project Permitting").
(b) Construction Funding Requests, Upon the Town's receipt of invoices from
Construction Contractors (a "Construction Contractor Invoice") or invoice related to
Project Permitting (a "Permitting Invoice" and together with a Construction Contractor
Invoice, a "Construction Invoice"), the Town may seek the advancement of funds from
Barefoot to pay the costs of such Construction Invoices by submitting to Barefoot a
"Construction Funding Request" including:
(i) The subject Construction Invoice(s), together with the Town's ;
(ii) The subject Construction Contract(s), including any related change
orders;
(iii) Any applicable lien waivers;
(iv) To the extent not included in the Construction Invoice, a description
of the Construction Contractor work or Project Permitting being funded; and
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4934-7878-2037, V. 9
(v) Any other documentation reasonably requested by Barefoot
evidencing the subject work so completed related to the Construction Funding
Request.
(c) Payment. Upon Barefoot's receipt of a Construction Funding Request,
Barefoot shall have sixty (60) calendar days to review and pay the Construction Funding
Request (the "Construction Funding Request Review Period"). Barefoot may request
additional documentation pursuant to Section 5(b)(iv) at any time during the first thirty
(30) days of the Construction Funding Request Review Period.
6. Funding Request Denial and Resolution. In the event that any costs reflected in a
Design Funding Request or Construction Funding Request (collectively, a "Funding Request")
do not align with the work actually performed pursuant to the Project Design Plans, Project
Construction, or Project Permitting, Barefoot shall submit to the Town a funding request denial as
it relates to such portion of the Funding Request in dispute (a "Funding Request Denial") no later
than 14 days prior to the expiration of the respective Design Funding Request Review Period or
Construction Funding Request Review Period (collectively, a "Review Period"). In the event that
Barefoot submits a Funding Request Denial to the Town prior to the expiration of the Review
Period, the Parties shall thereafter have fourteen (14) calendar days from the Towns receipt of the
Funding Request Denial (the "Initial Resolution Period") to meet and negotiate in good faith and
to resolve the Funding Request Denial. In the event the Funding Request Denial is not resolved
within the Initial Resolution Period, the Parties shall submit to mediation in order to resolve the
dispute in no more than thirty (30) calendar days from the conclusion of the Initial Resolution
Period (the "Mediation Period"). The mediator shall be agreed to by the Parties, and the cost of
mediation shall be paid by the non -prevailing Party. In the event that a Funding Request Denial
is resolved in a manner such that Barefoot will proceed to pay all or some of the amount originally
requested pursuant to the subject Funding Request, Barefoot will have thirty (30) days from the
date upon which such Funding Request Denial resolution is determined to pay such amount.
7. Project Completion and Pedestrian Bridge Maintenance. In no event shall Barefoot
be required to fund the Project beyond the Funding Limitation, and the Town shall be required to
complete the Project in the event the costs associated thereto exceed the Funding Limitation. The
Town shall provide all customary municipal services to the Pedestrian Bridge, including without
limitation maintenance, to the same extent and upon the same terms and conditions as such services
are provided to other similar Town -owned public facilities, in accordance with the codes,
ordinances and policies of the Town and its general police power. Neither Barefoot, any affiliate
thereof, nor any special district or local government entity servicing exclusively the Overall
Barefoot Community, shall be required to perform any maintenance responsibilities or obligations
with respect to the Pedestrian Bridge.
8, Funded Amount Reimbursement. All funds advanced by Barefoot to the Town
relating to Design Funding Requests (as previously defined, the "Design Funded Amount") and
relating to Construction Funding Requests (as previously defined, the "Construction Funded
Amount" and together with the Design Funded Amount, the "Funded Amount") shall be
reimbursed from the Town to Barefoot (the "Reimbursement Obligation"); provided, however,
only to the extent that the Town receives Bridge Fee Revenue (defined below). In order to satisfy
the Reimbursement Obligation, the Town agrees to implement and impose on the first one
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thousand six hundred sixty-seven (1,667) building permits to be issued for all lots within the future
filings of the Overall Barefoot Community that are in addition to Filing 7, but excluding all
commercial and multi -family lots (the "Subject Lots"), a fee to be paid by each applicant upon
building permit application for each such Subject Lot in the amount of Two Thousand One
Hundred and 00/100 ($2,100.00) Dollars (the "Bridge Fee").
(a) Reimbursement Payments. The Town shall remit the revenues remitted
from building permit applicants and collected from imposition of the Bridge Fee on building
permits for all Subject Lots (the "Bridge Fee Revenue") to Barefoot upon the final day of each
quarter (based upon the calendar year)following the collection of the first Bridge Fee until such
time as the Reimbursement Obligation is satisfied in full or the Town has issued the 1,668`'
building permit for the Subject Lots.
(b) Bridge Fee Sunset. In no event shall the Town collect Bridge Fee Revenue
in excess of the Funding Limitation, and accordingly, upon collection of Bridge Fee Revenue in
an amount equal to the Funding Limitation, the Town shall discontinue the imposition of the
Bridge Fee.
9. Collaboration and Cooperation - Application Process and Procedures. The Parties
hereby acknowledge that collaboration and cooperation for the various application review and
approval processes within the Overall Barefoot Community has mutual benefit to all Parties. To
that end, the Parties hereby agree to take reasonable action to adhere to the following land use
application process and procedure:
(a) Pre -Application Meeting. Barefoot will submit a request for a pre -
application meeting to discuss the land use application materials prior to final submittal of the
same ("Pre -Application Meeting").
(b) Checklist. During or following the Pre -Application Meeting, the Town will
provide a checklist of outstanding items for Barefoot to address in such land use application prior
to formal submittal of the same.
(c) Estimated Schedule. During or following the Pre -Application Meeting, the
Town will take reasonable efforts to provide estimated (non -binding) timelines for (i) determining
application completeness, (ii) application review, (iii) notifying Barefoot in the event of an
incomplete application submittal, and (iv) necessary public hearings.
(d) Street, Water, Sewer and Storm Utility System Design. Barefoot shall
design all streets and water, sewer and storm sewer utility systems in strict compliance with the
Town's Design Standards and Construction Specifications for Public Improvements, 2025 edition,
as amended from time to time ("Standards and Specifications"). Any variance to the Standards
and Specifications shall be requested and processed in accordance with the Standards and
Specifications. In the event of a conflict between the Standards and Specifications and the rules
and regulations of an applicable utility provider, the Parties will collaborate during the Pre -
Application Meeting to outline a plan for resolution of such conflict.
(e) Resubmittals. All resubmittals shall include a comment response letter
addressing all comments. The letter shall also identify all other Barefoot -initiated changes made
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4934-7878-2037, v. 9
to the land use application. If a resubmittal does not include all required items or do not address
all referral agency comments or necessary corrections, the resubmittal shall be considered
incomplete.
10. Default and Remedies. Upon the occurrence of a Barefoot Event of Default
(defined below) or a Town Event of Default (defined below) (collectively, an "Event of Default"),
the non -defaulting Party may provide notice to the defaulting Party specifying the nature of the
Event of Default (a "Default Notice"). The defaulting Party shall have fourteen (14) days from
its receipt of the Default Notice to cure the Event of Default (the "Cure Period"). If the defaulting
Party fails to cure the Event of Default within the Cure Period, the non -defaulting Party may pursue
any and all rights and remedies available hereunder.
(a) Barefoot Default. A "Barefoot Event of Default" shall exist if any one or
more of the following events shall occur and be continuing following the expiration of the
applicable Cure Period:
(i) Failure to pay a Funding Request or submit to the Town a Funding
Request Denial within the Review Period; or
(ii) Failure to otherwise observe the terms and conditions of this
Agreement.
(b) Town Remedies. Upon the occurrence of a Barefoot Event of Default, the
Town shall be entitled to:
(i) Reject acceptance, processing, or review of all pending and future
applications from Barefoot, which seek land use approval from the Town relating
to the Overall Barefoot Community;
(ii) Delay or reject the scheduling of hearings or other meetings on all
pending and future applications from Barefoot, which seek land use approval from
the Town relating to the Overall Barefoot Community;
(iii) Condition approval of an application for any land use approval from
the Town relating to the Overall Barefoot Community; or
(iv) Withhold any other action necessary to finalize or implement
approval of an application (such as recording, notices, and permitting).
(c) Town Default. A "Town Event of Default" shall exist if any one or more
of the following events shall occur and be continuing following the expiration of the
applicable Cure Period:
(i) Failure to carry out the Project, and the completion and installation
of the Pedestrian Bridge otherwise, in accordance with the terms of this Agreement;
(ii) Failure to implement the Bridge Fee in accordance with the terms of
this Agreement;
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4934-7878-2037, V. 9
(iii) Failure to remit the Bridge Fee Revenue to Barefoot in accordance
with the terms of this Agreement;
(iv) Increase the rate of those impact fees set forth in Exhibit E to the
Annexation Agreement;
(v) Apply to the Overall Barefoot Community any new or different
impact fees that attempt to replace or apply to the same category of capital
improvements related to the provision of necessary public services for which the
impact fees set forth in Exhibit E to the Annexation Agreement would otherwise be
utilized;
(vi) Relying upon or using the Dispute (defined below) over impact fees
as a pretext or justification to:
(1) Reject acceptance, processing, or review of all pending and
future applications from Barefoot, which seek land use
approval from the Town relating to the Overall Barefoot
Community;
(2) Delay or reject the scheduling of hearings or other meetings
on all pending and future applications from Barefoot, which
seek land use approval from the Town relating to the Overall
Barefoot Community;
(3) Condition approval of an application for any land use
approval from the Town relating to the Overall Barefoot
Community; or
(4) Withhold any other action necessary to finalize or implement
approval of an application (such as recording, notices, and
permitting); or
(vii) Failure to otherwise observe the terms and conditions of this
Agreement.
(d) Barefoot Remedies. Upon the occurrence of a Town Event of Default,
Barefoot shall be entitled to:
(i) Withhold funding any Funding Request; or
(ii) Delay or otherwise withhold the review process of any Funding
Request.
(e) Non -Waiver of Remedies.
(i) Selective Enforcement. In the event the either Party shall elect to
selectively or successively enforce its rights under any of the aforementioned
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4934-7878-2037, V. 9
provisions, such action shall not be deemed a waiver or discharge of any other rights
of such Party under this Agreement or at law.
(ii) Cumulative Remedies. The remedies herein provided shall be in
addition to and not in substitution for the rights and remedies which would
otherwise be vested in either Party in law or equity, all of which rights and remedies
are specifically reserved by the Parties. The remedies herein provided or otherwise
available to each Party shall be cumulative and may be exercised concurrently. The
failure to exercise any of the remedies herein provided shall not constitute a waiver
thereof, nor shall use of any of the remedies hereby provided prevent the subsequent
or concurrent resort to any other remedy or remedies which by this Agreement or
by law or equity shall be vested in each Party.
11. Assignment. Except for an assignment to an affiliate, Barefoot shall not assign this
Agreement or any of its rights or obligations hereunder to any person or entity without the prior
written consent of the Town, which consent shall not be unreasonably withheld, conditioned or
delayed. For purposes of this Agreement, an "affiliate" of the Barefoot shall be deemed to be any
natural person, limited liability company, general partnership, limited partnership, corporation,
joint venture, trust, business trust, cooperative, association or any other legal entity who directly
(or indirectly through one or more intermediaries) controls, or is controlled by, or is under common
control with the Barefoot. As used in this Section, the terms "control," "controlled by" and "under
common control with" shall mean the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of such party, whether through ownership of voting
securities, by contract, or otherwise. The Town shall not assign its rights or obligations under this
Agreement without consent of Barefoot. Any purported assignment or delegation in violation of
the provisions hereof shall be void and of no effect.
12. Modification; Amendment. This Agreement may be amended from time to time
only if in writing and executed by each of the Parties.
13. Integration. This Agreement constitutes the entire agreement between the Parties
with respect to the matters addressed herein. All prior discussions and negotiations regarding the
subject matter hereof are merged herein.
14. Severability. If any covenant, term, condition, or provision under this Agreement
shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of
such covenant, term, condition, or provision shall not affect any other provision contained herein,
the intention being that such provisions are severable.
15. Governing Law and Jurisdiction, Legal Fees. This Agreement shall be governed
and construed under the laws of the State of Colorado. Venue for any legal action relating to this
Agreement shall be exclusive to the State District Court in and for the County of Weld, Colorado.
In the event that either Party finds it necessary to retain an attorney in connection with a legal
action relating to this Agreement, the non -prevailing Party shall pay the other Party's reasonable
attorney's fees and costs incurred in enforcing the provisions of this Agreement
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16. Paragraph Headings. Paragraph formatting and headings are inserted for
convenience of reference only.
17. Recordation, The Parties agree that neither Party shall record. this Agreement, nor
any memorandum hereof.
18: Parties Interested Herein, Nothing expressed or implied in this Agreement is
intended or shall be construed to confer upon, or to give to, any person other than the Parties any
right, remedy, or claim under or by reason of this Agreement or any covenants, terms, conditions,
or provisions thereof, and all the covenants, terms, conditions, and provisions in this Agreement
by and on behalf of the Parties shall be for the sole and exclusive benefit the Parties.
19. Notices. All notices, demands, requests or other communications to be sent by one
Party to another or required by law shall be in writing and shall be deemed to have been validly
given or served by delivery of same in person to the addressee or by courier delivery via FedEx or
other nationally recognized overnight air courier service, by electronically -confirmed email
transmission, or by depositing same in the United States mail, postage prepaid, addressed as
follows:
To Barefoot: Barefoot LLC
Attn: Peter Lauener, Division President
6465 Greenwood Plaza Blvd., Suite 700
Centennial, CO 80111
Email:Peter,Lauener@brookfieldrpcom>
With a Copy To: Foster Graham Milstein & Calisher, LLP
Attn: David Foster; Erik Carlson
360 S. Garfield St., Suite 600
Denver, Colorado 80209
Email: ecarlson cr fostergraham.cosn
david@fostergraham.cony
To the Town: Town of Firestone
Attn: Town Manager
9950 Park Avenue
Firestone, CO 80504
Email. t vnnataertrttieo,o
With a Copy To: Widner Juran LLP
Attn: Keith Martin
13133 E. Arapahoe Rd., Suite
Centennial, CO 80112
Email: kmartin@lawwj.com
All notices, demands, requests or other communications shall be effective upon
such personal delivery or one (1) business day after being deposited with FedEx ork other nationally
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recognized overnight air courier service, upon electronic confirmation of email transmission, or
three (3) business days after deposit in the United States mail. By giving the other Party at least
ten (10) days' written notice thereof in accordance with the provisions hereof, each of the Parties
shall have the right from time to time to change its address. Additionally, all notices, demands,
requests or other communications shall also be delivered via email as a courtesy to the Parties.
20. Time is of the Essence. The Parties agree that time is of the essence with respect
to this Agreement.
21. Compliance with Law. This Agreement is intended to be performed in accordance
with and only to the extent permitted by all applicable laws, ordinances, rules, and regulations of
the jurisdiction in which the Agreement is performed.
22. Non -Waiver. No waiver of any of the provisions of this Agreement shall be deemed
to constitute a waiver of any other provision of this Agreement, nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided herein, nor shall the waiver of any default
hereunder be deemed to be a waiver of any subsequent default hereunder.
23. Acknowledgement of Existing Agreements. The Parties acknowledge and agree
that the certain Annexation Agreement dated May 27, 2015, among Barefoot, the Town, and St.
Vrain Lakes Metropolitan District Nos. 1-4, recorded with the Weld County Clerk and Recorder
on October 12, 2015, at Reception No. 4149332, as the same may be amended or amended and
restated (the "Annexation Agreement"), and that certain Development and Vested Rights
Agreement (Barefoot Lakes Annexation) dated May 27, 2015, among Barefoot, the Town, and St.
Vrain Lakes Metropolitan District Nos. 1-4, recorded with the Weld County Clerk and Recorder
on October 12, 2015, at Reception No. 4149333 (the "Vested Rights Agreement"), are in full
force and effect, and this Agreement resolves genuine issues between the Parties regarding the
interpretation and enforceability of Section 8 of the Annexation Agreement related to the Town's
ability or inability to increase applicable impact fees (the "Dispute") and, to that end, represents a
final settlement and full satisfaction of all claims, demands, liabilities, losses, obligations,
promises, acts, omissions, damages, injuries, costs and expenses, no matter how characterized
("Claims"), including, without limitation, compensatory damages, damages for breach of contract,
reliance damages, liquidated damages, punitive damages, costs, and attorneys' fees, whether
laiown or unknown, suspected or unsuspected, contingent or fixed, that either Party may have
against the other Party based upon, related to, or that have arisen or may have arisen out of the
Dispute existing as of the Effective Date. This Agreement does not amend or supersede any of the
obligations or responsibilities contained in the Annexation Agreement or Vested Rights
Agreement excluding only the performance and enforcement of the express obligations under this
Agreement and does not waive any future Claims by any Party related to the Annexation
Agreement or Vested Rights Agreement nor any Claims by any Party related to other provisions
of the Annexation Agreement or Vested Rights Agreement. .
24. Inurement. This Agreement shall inure to and be binding on the heirs, executors,
administrator, successors, and permitted assigns of the Parties hereto.
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall constitute an original and all of which shall constitute one and the same document.
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26. Conflicts. If any term or provision(s) in any exhibit attached as part of this
Agreement conflicts with any term or provision(s) in the body of this Agreement, the term or
provision(s) contained in the body of this Agreement shall control.
IN WITNESS WHEREOF, Parties have executed this Agreement as of the Effective
Date.
Remainder of page left intentionally blank; signatures appear on the following page.
Page 11 of 11
4934-7878-2037, V. 9
BAREFOOT:
BAREFOOT LLC
a Colorado limited liability company
By:
Name:
Title: �.
By:'""
Name: are t"
Title: S to ice
TOWN:
TOWN OF FIRESTONE, COLORADO
a Colorado municipal c , oration
---- 7 j
By: /
Title:
ATTEST:
A PI'RO\'J UAS To FORM:
Keith Martin, Town Att6iuey
Signature Page to Pedestrian Bridge Construction Funding and Reimbursement Agreement
4934-7878-2037, v. 9
EXHIBIT A
GENERAL DEPICTION OF PEDESTRIAN BRIDGE LOCATION
4934-7878-2037, V. 9
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