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HomeMy WebLinkAbout25-125 Ratifying St. Vrain Water Authority's Board's Direction Action in Approving Dissolve the St. Vrain Water Authority 12-10-2025RESOLUTION NO. 25-125 A RESOLUTION OF TILE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, RATIFYING THE ST. VRAIN WATER AUTHORITY'S BOARD OF DIRECTORS' ACTION IN APPROVING AN AGREEMENT T TO DISSOLVE TIIE ST. VRAIN WATER AI THORITY WHEREAS, on November 10, 2025, the Board of Directors of the St. Train Water Authority (Authority) adopted Resolution 2025-05, approving an agreement for the Dissolution of the Authority ("Agreement") pursuant to its authority under its Establishing Agreement and CRS 29.1-204.2 et, seq. , and WHEREAS, subsequently, on December 8. 2025, the Authority adopted Resolution No. 2025-06, approving an amendment to the Agreement to correct the deadline for the Town o Firestone "`Town") to make payment to Little Thompson Water District (W endment" ); and WHEREAS, pursuant to Article 21 of the Establishing Agreement, the 'Town Board of Trustees ('Board") must ratify' the Authority's action in approving the Agreement and Amendment, which terminates the Establishing Agreement and formally dissolves the Authority; and WHEREAS, the Town Board desires to ratify the Authority's actions in approving the Agreement and Amendment, as it is in the Town's best interests. NOW, THEREFORE, BE IT RESOLVE!) BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: All actions taken by the Authority to approve the Agreement. together with the Amendment, concerning the termination of the Establishing Agreement and dissolution of the Authority are hereby ratified and confirmed. PASSED AND ADOPTED this!Q day of DC.Ia 2025. TOWN(FF E,COLC D Jr- S1AL I ATTEST:: it a c .s Luna, C MC', Town Clerk APPR() AS TO FORM: 11 leith �in--Attorney, Tosa' AGREEMENT ENT FOR T14E DISSOLUTION F THE AUTHORITY ORIT4 This Agreement for the Dissolution of the Authority ("Agreement") is made . entered into, effective as of November 30, 2025 ("Effective Date") by and between the Town of Firestone, a Colorado municipal corporation and political subdivision of the State ("Firestone"), the Little Thompson Water District, a quasi -municipal corporation and political subdivision of the State' ("Little Thompson"), and the St. Vrain Water Authority (the "Authority"), all of which are referred to herein individually as a "Party" or collectively referred to herein as the "Parties" RECITALS WHEREAS, the Authority was established pursuant to the St. Frain. Authority Establishing Contract dated April 24, 2019 ("Establishment Agreement") as a separate public entity under Colorado law for the purpose of effectuating the development of systems and facilities for furnishing a potable water supply for the benefit of the Members and their constituents and service users; WHEREAS, Firestone and Little Thompson are the sole "Members" of the Authority, each having entered into separate Member Intergovernmental Agreements ("Member IGAs") with the Authority governing their respective rights, obligations, and interests; WHEREAS, the Authority has not been able to develop and operate for the benefit of its Members a water treatment plant as originally envisioned in the Establishment Agreement; WHEREAS, the Members have determined that their- respective interests would be better served through dissolution of the Authority and the distribution of its assets and the discharge and/or assumption of its liabilities in accordance with this Agreement t and the governing laws and regulations of the State of Colorado; WHEREAS, in connection with the dissolution of the Authority, Firestone will retain all legal and equitable interests in the Authority's property, including but not limited to the Authority's real and personal property, tangible and intangible assets ("Assets") and will retain ownership of the water treatment plant and related appurtenances ("Water Treatment Facilities") developed by Firestone, but never conveyed to the Authority as contemplated by the Establishment' Agreement; WHEREAS, this Agreement outlines the key terms and conditions under which the dissolution will be conducted; WHEREAS, the Parties acknowledge that this Agreement sets forth the tears for terminating the Little Thompson and Firestone Member IGAs, any and all Funding Agreements, and the Establishment Agreement; 6152885.3 WHEREAS, the dissolution of the Authority requires compliance with applicable Colorado statutes, including but not limited to CRS. 29-1-204.2, and the terms of the Establishment Agreement, and WHEREAS, the Members have negotiated the terms of this dissolution in good faith and believe that the arrangements set forth herein represent a fair and equitable resolution of their respective interests in the Authority. AREEMEM TO DISSOLVE 1. Recitals. The recitals set forth in the Agreement are incorporated herein, in full, by this reference. 2. Purpose. This Agreement constitutes a formal agreement between the Authority, Firestone and Little Thompson, to dissolve the Authority in accordance with the laws of Colorado and the Establishment Agreement. The Parties agree to undertake all necessary legal and procedural steps to effectuate the dissolution of the Authority, ensuring that all financial obligations and entitlements are settled as per the terms outlined in this Agreement. 3. Termination. In alignment with the provisions outlined in Article 2,2 of the Establishment Agreement, the dissolution of the Authority requires a unanimous vote by the Board of Directors, alongside ratification by the governing bodies of each Member. This step is also in compliance with C` R.S. 29-1-204.2(2)(d). a. By signing this Agreement, the Authority represents and warrants that its Board of Directors has voted unanimously to terminate the Establishment Agreement effective as of the date the Board of Director's action has been ratified by the governing body of both Members of the Authority ("Ratification Date"). b. By signing this Agreement, the Members agree no later than forty (40) days after the Effective Date to bring. this Agreement before their respective governing bodies to be ratified for the purpose of completing the dissolution of the Authority. The Authority's dissolution shall be effective 72 hours after all the transactions contemplated by paragraphs 8, 9, 10 and 14 have been completed ("Dissolution Date"). 4. Outstanding Financial Obligations, Article 2.2 of the Establishment Agreement prohibits termination as long as there are outstanding bonds, notes, or other obligations unless the Board of Directors makes > angements for their complete payment, such as through escrow or other means prior to termination of the Establishment Agreement. The Authority and the Members represent and warrant that all financial obligations of the Authority have been or will be fully discharged or arrangements have been made or will be made for their`. 2 61 S2885.3 complete payment prior to the submission of this Agreement to the governing body of any Member for ratification. 5. Asset Distribution. According to the Establishment Agreement, upon termination and dissolution, all rights, titles,and interests in the Authority's Assets, are to be conveyed to the Members as tenants -in -common, subject to existing liens, mortgages, or pledges. Notwithstanding: (i) any provisions of the Establishment Agreement to the contrary, and (ii) any payment made by either Party in support of the Authority's operation, the Parties have agreed that in consideration of the payment by Firestone to Little Thompson as set forth in paragraph 7 below, all Assets of the Authority shall be transferred to Firestone in accordance with the provisions of paragraph 8, 9, and 10 below. The Authority and, to the best of its knowledge, Little Thompson represent and warrant to Firestone that all of the Assets of the Authority of whatsoever kind and nature are owned by the Authority free and clear of any claim, right, or title of any third party. Effective as of the Dissolution Date, provided that Fit estone has delivered funds to Little Thompson in accordance with paragraph 7 below, all of Little Thompson's right, title and interest in and to the Authority's Assets, including but not limited to the Defined System Capacity and annual Operating ystem Capacity of the Water Treatment Facilities as referred to in the Member Agreements shall automatically be transferred to and become the property of Firestone. Upon dissolution of the Authority, Firestone shall retain ownership of the Water Treatment Facilities and related appurtenances, including any equipment or chemicals used to operate the Water Treatment Facilities, free and clear of any right, claim or demand of Little Thompson. Future costs and fees, Little Thompson owes no further financial obligations with regard to the Water Treatment Facilities or the Authority as of the Effective Date of this Agreement, including but not limited to operation costs and costs incurred as a result of the activities described in paragraphs 8, 9, 10, 11, 12, 13, and 14 below and the Authority's legal fees related thereto, and .little Thompson hereby releases and forever discharges Firestone from any claims related to past contributions or investments in the Water Treatment Facilities, Consequently, Firestone retains full ownership of the Water Treatment Facilities and assumes full responsibility for the operation and maintenance of the Water Treatment Facilities from and after the Effective Date. This includes, without limitation, any and all future costs, liabilities, and obligations associated with the Water Treatment Facilities arising from and after the Effective Date, ensuring a complete transfer of duties and responsibilities from what little Thompson and the Authority currently own andior hold, to Firestone, in accordance with the terms of this Agreement. 3 6152885.3 7. Final Settlement and Mutual Release. As described above, no later than five (5) business days following the Effective Date, Firestone shall make a payment of 671,23652 to Little Thompson representing repayment of Little Thorr pson's subscription fee and reimbursement for its contributions to the cost of operatin, the Authority as full settlement of any and all financial obligations of Firestone to Little Thompson related to the dissolution of the Authority up to the Dissolution Date. Such funds shall be held in escrow by Little Thompson until the Ratification Date, with the understanding that the funds will be returned by Little Thompson if the Agreement is not ratified by both Firestone and Little Thompson. Firestone and Little Thompson further agree to provide each other with a full and final release as such time as the final settlement/payment funds are released to Little Thompson, absolving each other from any further financial claims related to the dissolution of the Authority and its operation and funding up to and including the Effectire'Date. Any claims asserted by third parties and which arise out of or in connection with the Authority's operation and activities prior to the Dissolution Date shall be shared by Little Thompson and Firestone in proportion to their reserved capacity in the Water Treatment Facilities, i.e. 1 I6'7 by Little Thompson and 5/61'1 by Firestone. 8, Contract Assinrnrrent and Termination. Within fourteen ( 14) days of the Ratification Date, the Authority shall assign to Firestone all contracts, agreements, leases, licenses, permits, and other contractual arrangements necessary or beneficial fo• operating the Water Treatment Facilities ("Opera€ional Contracts"), and Firestone shall assume all related obligations arising from and after the Effective Date; The Authority shall use best efforts to obtain required third -party consents and execute documents reasonably necessary to effectuate such, assignments. For contracts that cannot be assigned due to restrictions or refused consent, the Authority shall terminate such contracts. 9, Asset Inventory and Distribution. Within fourteen (14) days of the Ratification Date, the Authority shall prepare and deliver to Firestone a comprehensive written inventory of all Authority assets, including descriptions, locations, estimated values, and any encumbrances ("Asset Inventory"). All assets identified in the Asset Inventory shall be distributed to Firestone in accordance with this Agreement, and any assets not suitable for transfer shall be liquidated with proceeds distributed as provided herein. 10, Bank Account Closure and Fund Distribution. The Authority shall close all bank accounts and financial accounts held in its name and distribute all funds therein to Firestone. All accounts shall be closed and assets distributed to Firestone within fourteen (14) days following the Ratification Date, with written confirmation provided to both Members, The Authority shall execute all documents necessary to effectuate account closures and fund distributions as provided herein. 4 6152885.3 11. Websitc and Public Notice Following the Effective Date, Firestone shall maintain the Authority's website for thirty (30) days for the purpose of providing public notice of the Authority's dissolution and termination of services. All website maintenance costs during any transition period shall be borne by Firestone. 1, Final Audit. Firestone shall arrange for® a final audit of the Authority's books, records, and financial statements by anindependent certified public accountant to be completed, if feasible, within ninety (90) days followingthe Effective Date ("Final Audit Report"). If not done earlier, upon completion of the final audit, all Authority books, records, documents, and files shall be transferred to and maintained by Firestone. Little Thompson is entitled to a copy of the Final Audit Report. 13 Notice to Third Parties and Post -Dissolution Contact. Within thirty (30) days following the Effective Date, the Authority shall provide written notice of its dissolution to all vendors, contractors, service providers, regulatory agencies, and other entities that have conducted business with the Authority, directing them to Firestone for all ongoing matters, Firestone shall designate a contact person to respond to dissolution -related inquiries and address post -dissolution issues for a period of one (1) year following the Effective Date, 14. Cancellation of lax and Administrative Numbers. Within fourteen (14) days of the Ratification Date, the Authority shall take all necessary actions to cancel its federal tax- exempt identification number, state tax identification numbers, Public Deposit Protection Act numbers, and any other governmental registrations, licenses, or identification numbers held in the Author°itys nacre, The Authority shall provide written confirmation of such cancellations to both Members and shall coordinate with appropriate governmental agencies to ensure proper termination of all regulatory and tax obligations. 15. Entire Agreement. This Agreement embodies the entire understanding and agreement between the Parties with respect to its subject matter and supersedes all prior oral or written agreements and understandings between the Parties concerning such subject matter. The Parties acknowledge that no representations, inducements, promises, or agreements, morally or otherwise, have been made by any Party, or anyone acting on behalf of any Party₹, which are not embodied he~ein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. 16. Waiver. Any modifications to this Agreement must be made in writing and signed by all Parties involved. INfio waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. 5 6152885.3 17. Severability. If any provision of this Agreement is held to be invalid, illegal, or. unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been included 1. Counter arts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall he considered as valid and binding as original signatures, 19. No Waiver of Governmental Ii munitNo Third -Party Beneficiaries. This Agreement shall not create any duty of care or liability with respect to any person or entity not a party to this Agreement, or waive any privileges or immunities the Parties hereto or their officers, directors, employees, agents, successors and assigns may present pursuant to law including, but not limited to the Colorado Governmental Immunity Act, C.R. § 2T-10-101 et seq. 20. Assignment. This Agreement shall not be assigned without express written consent of all Parties, lhis Agreement shall be binding on the successors and permitted assigns of all Parties. 21, Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, exclusive of the principles of conflicts of law. The County and District Courts of Weld County, Colorado shall have the sole and exclusive jurisdiction and venue to decide any and all disputes arising out of this Agreement. The Parties to this Agreement hereby irrevocably submit to the in pi rzsonain jurisdiction and process of said Courts and waive their rights to a trial by jury. 22. Notices. All notices, requests, demands, or other communications called for or contemplated under this Agreement to be given to a Party shall be in writing and shall be deemed to have been duly given when personally delivered or by electronic mail or, if mailed, three (3) business days after the date of mailing, by Certified Mail, United States First Class Mail, proper postage fully prepaid, addressed to such Party at the address provided herein, or at such other address as such Party may subsequently designate to the other Party by written notice in accordance with the terms and conditions of this section. All notices and payments required to be given or made under this Agreement shall be in writing and sent by electronic mail or hand delivery to the following: To Firestone: Town Manager Town of Firestone P.O. Box 100 151 Grant Avenue 6 61 S28553 Firestone, Colorado 80520 To Little ThompsonDistrict Manager Little Thompson Water District 835 E, State Highway 56 Berthoud, Colorado 80513 With a copy to: Allison Ulmer Collins Cole Winn Ulmer, PLLC 165 South Union Boulevard, Suite 785 Lakewood, Colorado 80228 To: the Authority Julie Pasillas, President St. "Vain Water Authority PU Box 70 Firestone, Colorado 80520 With a copy to: Timothy J.Flynn Ireland Stapleton Pryor & Pascoe, PC 1660 Lincoln Street, Suite 3000 Denser, Colorado 80264 23. headings. The captions and headings in this Agreement are for the sole purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof, and such captions and headings shall not be considered in interpreting or construing this Agreement. 24. Time of the L sence, Time is of the essence in this Agreement. If any duty or obligation, under this Agreement is not timely performed or waived as herein provided, such action. shall constitute a default and breach under this Agreement. EXECUTED THE DAY AN!) YLAR FIRST WRITTLN ABOVE Title: Date: 7 6152585 3 1J;11"1"L R FIJOMPSON WATEI DISTRICT B; Date: Name: Title: ST. VRAIN WA I l ,l AUTHORITY Date. Title: r � 8 I5285