HomeMy WebLinkAbout25-87 St. Vrain Lakes Metropolitan District No. 1 BFL- Vogl- Stinar Alluvial Well Project License Agreement 08-13-2025RESOLUTION NO. 25-87
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF
FIRESTONE, COLORADO, APPROVING A LICENSE AGREEMENT
BETWEEN THE TOWN OF FIRESTONE AND ST. VRAIN LAKES
METROPOLITAN DISTRICT NO. 1 PERTAINING TO THE TOWN OF
FIRESTONE BFL-VOGL-STINAR ALLUVIAL WELL PROJECT
WHEREAS, the Town of Firestone ("Town") and its contractors and consultants involved
in the Town of Firestone BFL-Vogl-Stinar Alluvial Well Project ("Project") will need to access real
property owed by the St. Vrain Lakes Metropolitan District No. 1 ("Metro District"); and
WHEREAS, Town Staff has negotiated with the Metro District a license agreement that will
provide the Town with the desired access to the Metro District's property as necessary to carry out
the Project, as further described in the License Agreement attached hereto as Exhibit A, subject to and
contingent upon the Town paying a license fee to the Metro District and reimbursing the Metro
District for reasonable attorney's fees it has incurred in preparing and reviewing the License
Agreement; and
WHEREAS, the Board of Trustees finds that entering into a License Agreement with the
Metro District promotes the health, safety, welfare and convenience of the Town and its citizens.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
THE TOWN OF FIRESTONE, COLORADO:
Section 1. The License Agreement between the Town of Firestone and St. Vrain Lakes
Metropolitan District No. 1 is approved in substantially the same form as the copy attached hereto
and made a part of this resolution, and the Mayor is authorized to execute the License Agreement
on behalf of the Town.
Section 2. The Town Manager or such person's designee is authorized to approve, sign,
execute and deliver any and all instruments on behalf of the Town as may be necessary to pay the
St. Vrain Lakes Metropolitan District No. l's license fee and reasonable attorney's fees incurred in
connection with the preparation, negotiation, and execution of the License Agreement, up to a
maximum amount of $10,000.00.
PASSED AND ADOPTED this Aday of
Don Con c Jr.,`
ATTEST:
A I J2
F I oFs�O
Mi ' ados Luna, CMC, Town Clerk ^n�' •~ �,y •��
APP D AS TO F 0 \
COLOR
arshall Keit actin, Town Attorney
2025.
REVOCABLE LICENSE AGREEMENT
This REVOCABLE LICENSE AGREEMENT ("Agreement") dated as of the j day
2025 (the 'Effective Date"), is between the St Vrain Lakes Metropolitan. District
No. 1, a 4uasi-municipal corporation and political subdivision of the State of Colorado (the
"District"), and the Town of Firestone, a Colorado statutory municipality ("Licensee"). District
and Licensee may be referred to in the singular sense as a "Party" or in the collective sense as the
"Parties."
Recitals
A. The District is the owner of real property located in the Town of Firestone in Weld
County, Colorado, as more particularly described as Tract A of the subdivision plat titled "Barefoot
Lakes Regional Park Filing No. 1", recorded at the office of the Weld County Clerk and Recorder
on February 15, 2018 at Reception No. 4375616, and as shown on Exhibit A, attached hereto and
incorporated herein ("District Property").
B. Licensee has requested temporary access to the District Property to allow its
contractor(s) to perform subsurface investigation of alluvial gravels and groundwater on a portion
of the District Property, as more particularly shown on Exhibit B, attached hereto and incorporated
herein ("License Area").
C. District agrees to grant the Licensee and its contractor(s) access to and use of the
License Area pursuant to the terms and conditions set forth herein.
AGREEMENT
For good and valuable consideration given and acknowledged by the Parties, and in
consideration of the provisions set forth herein, the parties agree as follows:
SECTION 1. LICENSE
1. Grant of License. District hereby grants to Licensee a revocable, non-exclusive
license ("License") to access and use the License Area, subject to the terms and conditions of this
Agreement.
2. No Estate Created or Conveyed. It is the express intent of the Parties that the
License granted herein does not create or convey an estate, interest, or claim in or to the District
Property or License Area. The License does not create, grant, or imply any future easement or
long-term right to develop groundwater infrastructure on the District Property or License Area.
3. No Franchise Granted or Conveyed. Nothing in this Agreement shall be deemed
to grant a franchise or other right to utilize District Property.
4. Obtaining Required Permits. If the Work (defined below) in the License Area shall
require any permits, Licensee shall be solely responsible for application and compliance with those
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permits. Licensee shall be solely responsible for complying with local, state, and federal
requirements applicable to Licensee's Work in the License Area.
5. Permitted Users. Licensee's affiliates, employees, contractors, agents, and
representatives ("Permitted Users") may use the License, provided that all such uses shall be within
the scope of this Agreement.
SECTION 2. USE OF LICENSE AREA
1. The License Area may be used by the Licensee and its Permitted Users for the sole
and exclusive purpose of performing the Work and accessing the Improvements for short-term
groundwater testing, monitoring and data collection.
(a) For purposes of this Section, the term "Improvements" means a total of 9
holes from the surface to the underlying bedrock, located on both the south and north side
of the St. Vrain River, consisting of 4 test holes, 3 temporary monitoring holes, 1 temporary
completed monitoring well, and 1 temporary test well. The temporary monitoring holes
will have PVC casing installed with piezometers for the purposes of measuring and logging
groundwater levels during the pump testing. The temporary monitoring well will have a
PVC casing, 2" aluminum riser, concrete base, and piezometer for long-term measurement
and logging of groundwater levels. The temporary test well will be completed with casing
and well screen.
(b) For purposes of this Section, the term "Work" means the use of a truck
mounted drill rig(s) to drill and construct the Improvements, except that the temporary
monitoring well on the north side of the river will be hand dug and accessed by foot. All
of the Improvements will sample the alluvial material for classification and gradation at
each drilling location and will be monitored post -construction for data collection, including
without limitation, measuring and logging groundwater levels during the pump testing and
long-term measurement and logging of groundwater levels using a well pump and portable
power. In addition, the test well will be used to perform an extended period pumping test
to measure alluvial conveyance and recovery. Licensee will also use a road grader to create
temporary access to the various drill locations on the south side of the river.
(c) For purposes of this Section, the term "Work" does not include installing or
operating any permanent wells.
2. Licensee will conduct the Work at the locations within the License Area as more
particularly shown on Exhibit C, attached hereto and incorporated herein ("Drilling Plan").
3. Access to the License Area will be from the adjoining private property to the south.
4. Licensee's use of the License Area shall be subject to all existing utility easements,
if any, located on, under, or above the District Property.
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5. Licensee acknowledges that the use hereunder is of the License Area in its present,
as -is condition with all faults, whether patent or latent, and without warranties or covenants,
express or implied. Licensee acknowledges that District shall have no obligation to repair, replace,
or improve any portion of the District Property in order to make the License Area or District
Property suitable for Licensee's intended uses. Licensee waives any claims against the District for
pre-existing conditions or hazardous materials encountered during the Work.
6. Licensee shall provide no less than two (2) business days' advance notice before
each entry onto the District Property and License Area.
SECTION 3. TERM AND TERMINATION
1. This Agreement shall commence on the Effective Date, and shall end upon
completion of the Work or at midnight twelve (12) months after the Effective Date, whichever
occurs first ("Initial Term"). This Agreement may only be renewed upon the mutual written
agreement of the Parties.
2. The District may terminate this Agreement at any time by delivering 30 days
advance written notice to Licensee, including if Licensee removes or otherwise abandons its use
and enjoyment of the License Area pursuant to the rights granted herein.
3. Either Party may terminate this Agreement if the other Party defaults in the
performance of any of its obligations hereunder and fails to cure such default within 30 days
following the giving of written notice by the other party ("Cure Period"), unless such Cure Period
is extended by mutual agreement of the Patties.
4. In the event of termination, Licensee shall not be compensated for the cost of
removal of Licensee's Improvements from the License Area.
5. Removal Of Improvements Upon Termination. Upon termination of this
Agreement, Licensee shall remove well casings and backfill wells in accordance with the well
permits issued by the Office of the State Engineer. District agrees that Licensee shall proceed with
well abandonment at the earliest possible time that weather and ground conditions allow, so as to
not damage District Property. In the event the Agreement is not extended beyond the expiration of
the Initial Term, approved piezometer wells installed by Licensee in the License Area may remain
for up to twelve (12) months. Licensee shall remain solely responsible for maintenance,
monitoring, and any liability associated with the piezometer wells during the twelve-month period.
SECTION 4. RESERVATION OF RIGHTS
1. District reserves all other rights in and to the License Area, including the District's
lawful exercise of its prior and continuing right under applicable laws to use and occupy any and
all parts of the License Area exclusively or concurrently with any other person or entity for any
purposes whatsoever, including without limitation, other utilities and utility crossings, irrigation
systems, landscaping, vehicular and pedestrian access, or any other surface or underground
improvements.
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2. Licensee specifically acknowledges that District does not waive any of its rights
regarding Licensee's pending water court proceeding (Case No. 25CW3054, District Court for Water
Division No. 1) and that approval of the Agreement is not to be construed as consent or endorsement
of any legal or factual position advanced by Licensee.
SECTION 5. MAINTENANCE; RELOCATION AND DISPLACEMENT;
DAMAGE AND RESTORATION
Maintenance.
(a) Licensee shall take such actions, at its sole expense, as are necessary to
maintain the Improvements in good and safe working condition at all times. Licensee further
agrees to comply at all times with the ordinances, resolutions, rules, and regulations of the
Town of Firestone in Licensee's use and occupancy of the District Property when performing
any maintenance activities.
(b) In the exercise of its rights pursuant to this Agreement, Licensee shall avoid
any damage or interference with any District installations, structures, utilities, or
improvements on, under, or adjacent to the District Property.
2. Relocation.
(a) If Licensee must relocate one or more of its planned Improvements prior to
or upon beginning Work based on: a) an identified physical conflict with the District's
existing facilities or those of another located utility; b) discovery of a large rock
encountered during drilling; or c) due to unsafe or impractical access, then Licensee shall,
as soon as is reasonably possible, notify the District of the need for relocation and changes
to the approved Drilling Plan. After providing notice, Licensee and District shall, as soon
as is reasonably possible, coordinate and cooperate with one another to develop new
location(s) and to amend the Drilling Plan to reflect the new agreed -upon drilling locations.
Upon mutual approval of any proposed Drilling Plan amendment, Licensee shall undertake
the Work and complete relocation of the Improvements in accordance with the amended
Drilling Plan, which shall be attached and made a part of this Agreement.
(b) If Licensee decides that it wants to relocate one or more of its planned
Improvements prior to beginning the Work for any other reason not specified in subsection
(a) above, then Licensee shall submit to the District in advance, in writing for its review
and approval any proposed changes to the locations shown in the Drilling Plan prior to
undertaking the Work.
Damage and Restoration.
(a) Licensee shall pay for, repair, or replace all surface damage to the License Area
or District Property arising out of or resulting from the Work.
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(b) Upon termination of the License, Licensee shall restore the surface of the License
Area and shall restore any improvements, landscaping, and other facilities located in the
License Area to the conditions that existed immediately prior to the commencement of any of
Licensee's activities permitted hereunder.
(c) If any monitoring wells or piezometers remain in place upon termination of the
Agreement, such improvements shall remain the property of Licensee. Licensee shall be
solely responsible for the maintenance, monitoring, repair, and eventual removal of such
improvements. Upon written request from the District at any time following termination,
Licensee shall, at its sole cost and expense, promptly remove the improvements and restore
the affected areas of the License Area in accordance with this Agreement and applicable law.
If Licensee fails to do so within thirty (30) days after such request (or such longer time as the
District may reasonably allow due to weather or site conditions), the District may perform
such removal and restoration, and Licensee shall reimburse the District for all associated costs
within thirty (30) days of invoice.
SECTION 6. INSURANCE
1. Coverages. Licensee shall procure and maintain or self -insure, at its own cost, a
policy or policies of insurance sufficient to insure against, claims, demands, hazards, risks of loss,
and other obligations associated with Licensee's activities pursuant to this Agreement at all times
during the Term of this Agreement. Licensee must require its contractors, subcontractors, and
Permitted Users performing any Work or accessing the License Area to exercise the License to
maintain insurance coverages that meet the coverages required by subsections (b), (c) and (d)
below.. Such coverages shall include:
(a) Worker's compensation insurance as required by law.
(b) Commercial general liability insurance having limits no less than
$2,000,000 combined single limit each occurrence for bodily injury and property damage;
(c) Excess or umbrella liability insurance, in excess of the commercial general
Liability insurance, with coverage as broad as such policy and having liability limits no
less than $1,000,000 combined single limit each occurrence and in the aggregate;
(d) Commercial automobile liability insurance having liability limits no less
than $1,000,000 million combined single limit each occurrence for bodily injury and
property damage;
(e) Pollution liability coverage in the amount of at least $1,000,000 per
occurrence and in the aggregate; and
(e) The District (including its directors, officers, employees and agents) must
be listed as "additional insureds" on all policies of any contractor or subcontractor retained
by Licensee to perform the Work.
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(f) If requested, Licensee will provide the District certificates of insurance
from Licensee's contractors, subcontractors, and Permitted Users evidencing the required
insurance coverage prior to entering or commencing Work. Certificate(s) shall be provided
in accordance with the requirements outlined in Section 7, below, and shall also be e -
mailed to: 1paavilainen c@stvrainlakesmd.live and ssinclair@lyonsgaddis.com. These
addresses may be changed utilizing the procedure in Section 7 of this Agreement.
2. Form. Such insurance shall be in addition to any other insurance requirements
imposed by law. In the case of any claims -made policy, the necessary retroactive dates and
extended reporting periods shall be procured to maintain such continuous coverage. Any insurance
carried by the Licensee, its officers, its employees or its contractors shall be excess and not
contributory insurance to that provided by Licensee. Licensee shall be solely responsible for any
deductible losses under any policy.
3. Certificate. Licensee shall provide to District a certificate of insurance or self-
insurance letter as evidence that the required coverages are in full force and effect prior to
execution of this Agreement, and not less than ten (10) days prior to Licensee, its Permitted Users',
or its contractors' or subcontractors' entry onto the District's Property or the Lease Area to
commence Work, or for any other reason. The certificate(s) or letter shall identify this Agreement
and shall state that 30 days' advance written notice will be given to the District before any policy
is changed or canceled. The certificate(s) or letter shall be provided pursuant to the requirements
of Section 7, below, and shall also be emailed to 1paavilainen astvrainlakesmd.live and
ssjncIairalonsgg4com These email addresses may be changed utilizing the procedure
outlined in Section 7 of this Agreement.
SECTION 7. NOTICES
Any notice required or permitted under this Agreement shall be in writing and shall be
sufficient if personally delivered or mailed by certified mail, return receipt requested, addressed to
the following: (i) if to the Licensee, Attn: Town Manager, Town of Firestone, 9950 Park Avenue,
Firestone, CO 80504; and (ii) if to the District, Attn: District Manager, St. Vrain Lakes
Metropolitan District No. 1, c/o Pinnacle Consulting Group, Inc., 550 W. Eisenhower Blvd,
with a copy to Attn: Blair Dickhoner, WBA, P.C., 2154 E. Commons Ave., Suite 2000, Centennial,
CO 80122. Notices mailed in accordance with the provisions of this Paragraph shall be deemed
to have been given upon mailing. Notices personally delivered shall have been deemed to have
been given upon delivery. Either party may change its address by giving notice thereof to the other
party in the manner provided in this Section 7.
l Data Sharing. In consideration of granting the License, Licensee will provide the
District final copies of all test data, drilling logs, water level measurements, and analytical reports,
including but not limited to the three project memoranda to be completed by Licensee's
engineering consultant: a (1) Drilling Program memorandum, (2) Hydrologic Assessment
memorandum, and (3) final Summary Report. Final versions of the project memoranda shall be
provided to the District within two weeks of their completion. All other test data, drilling logs,
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water level measurements, and analytical reports shall be provided to the District within fifteen
(15) business days of their generation.
2. Assignment. Licensee may not assign or transfer this Agreement or any of the rights
or privileges therein granted, without the prior, express written consent of the District, which
consent shall not be unreasonably withheld, conditioned, or delayed. Such consent, if granted by
the District, shall be conditioned upon such assignee's assumption, in writing in a form acceptable
to District, of all of Licensee's obligations set forth herein.
3. Mechanics' Liens. Licensee shall not allow any mechanics' or similar liens to be
filed against the District's Property arising from any work done by Licensee on the District's
Property. If any mechanics' or other liens shall be created or filed against the District's Property by
reason of labor performed by, or materials furnished for, the Licensee, then Licensee shall, within
30 days thereafter, at the Licensee's own cost and expense, cause such lien or liens to be satisfied
and discharged of record together with any Notices Of Intention To File Mechanic's Lien that may
have been filed.
4. Waiver. The failure of either party to exercise any of its rights under this
Agreement shall not be a waiver of those rights. A party waives only those rights specified in
writing and signed by the party waiving its rights.
5. Governmental Immunity. The parties hereto understand and agree the Parties are
relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary
limitations or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, Section 24-10-101, et seq., C.R.S., as from time to time amended,
or any other law or limitations otherwise available to the Parties, its officers, contractors, agents
or employees, or any other person acting on behalf of the Parties.
6. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes any prior agreement or understanding
relating to the subject matter of this Agreement. Any such prior agreement shall be deemed to be
null and void and of no further effect.
7. Modification. This Agreement may not be amended except in writing by mutual
agreement of the parties, nor may rights be waived except by an instrument in writing signed by
the party charged with such waiver.
8. Paragraph Headings. Paragraph headings are inserted for convenience only and in
no way limit or define the interpretation to be placed upon this Agreement.
9. Governing Law, Jurisdiction. This Agreement shall be governed and construed by
and in accordance with the laws of the State of Colorado, without reference to its conflicts of law
principles. If suit is brought by a party to this Agreement, the parties agree that trial of such action
shall be vested exclusively in the state courts of Colorado, County of Weld.
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10. Counterparts and Signatures. This Agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same Agreement. Each of the parties shall be entitled to rely
upon a counterpart of the instrument executed by the other party and sent by facsimile or electronic
transmission. The parties further agree this Agreement may be executed by electronic signatures,
and any electronic signatures, electronic record of this Agreement containing an electronic
signature, or a paper copy of an electronic signature shall be binding upon the party providing such
electronic signature as if it were the party's original signature.
[Signatures and acknowledgments on following page)
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SVLMDI-Firestone License Agn.emenI, 2025-O8-xc (clean)
The Parties have executed this REVOCABLE LICENSE AGREEMENT to be effective
on the Effective Date.
DISTRICT:
St Wain Metropolitan District No. 1
By:
Christopher Bremner, President
ATTEST:
By:
Lyndsey Paavilainen, Secretary
LICENSEE:
Town of Fireston rado
By: 1 d TOW $''
Don ony c Jr., Ma r p' SE.A,
d° JO
ATTEST:
By:
ranados Luna, CMC, Town Clerk
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SVLMDI-Fircst,ne License Agreement, 2025-08-u' (el -n)
EXHIBIT "A"
(District Property)
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SVLMDI-Fimstone License Agmement, 2025 U8 -x (clean)
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