HomeMy WebLinkAbout20-96 Agmt Westwater Research LLC Water Rights Acquisition 10-14-2020RISOLUTION 20-96
A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE,
COLORADO, APPROVING AN AGREEMENT BETWEEN THE TOWN OF
FIRESTONE AND WESTWATER RESEARCH LLC FOR WATER RIGHTS
ACQUISITION ASSISTANCE REGARDING NATIVE DITCH WATER RIGHTS
WHEREAS, the Town of Firestone ("Town") is in need of professional services to provide
assistance in its acquisition of native ditch water rights as part of its water rights augmentation
plan; and
WHEREAS, Town staff reviewed the qualifications and recoirunendations for numerous
water brokers and selected WestWater Research LLC based upon the quality of their
recommendations and ability to meet the Town's needs.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE
TOWN OF FIRESTONE, COLORADO,
The Agreement between the Town of Firestone and WestWater Research LLC for water
rights acquisition assistance 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 Agreement
on behalf of the Town.
INTRODUCED, READ AND ADOPTED this 14th day of October, 2020.
ATTEST:
. Hayashi, Town Attorney
WN OF FIRESTONE, COLORADO
d Re bi Sinde`l, r, Mayor
60/0
AGREEMENT FOR PROFESSIONAL SERVICES
1pla4XURCEAVICANT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this
14tn day of October , 2020 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a
Colorado municipal corporation with an address of 151 Grant Avenue, P.O. Box 100, Firestone, Colorado
80520 (the "Town"), and WESTWATER RESEARCH, LLC, an independent contractor with a principal
place of business at 320 E. Vine Dr. #223 Fort Collins, Colorado 80561 ("Contractor") (each a "Party" and
collectively the "Parties").
WHEREAS, the Town requires professional services; and
WHEREAS, Contractor has held itself out to the Town as having the requisite expertise and
experience to perform the required professional services.
NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
I. SCOPE OF SERVICES
A. Contractor shall furnish all labor and materials required for the complete and prompt
execution and performance of all duties, obligations, and responsibilities which are described or reasonably
implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this
reference and known as: Water Rights (W20 M510).
B. A change in the Scope of Services shall not be effective unless authorized as an amendment
to this Agreement. If Contractor proceeds without such written authorization, Contractor shall be deemed to
have waived any claim for additional compensation, including a claim based on the theory of unjust
enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee,
or representative of the Town is authorized to modify any term of this Agreement, either directly or implied
by a course of action.
11. TERM AND TERMINATION
A. This Agreement shall commence on the Effective Date, and shall continue until Contractor
completes the Scope of Services to the satisfaction of the Town, or until terminated as provided herein.
Be
Either Party may terminate this Agreement upon 30 days advance written notice. The Town
shall pay Contractor for all work previously authorized and completed prior to the date of termination. If,
however, Contractor has substantially or materially breached this Agreement, the Town shall have any
remedy or right of set-off available at law and equity.
111. COMPENSATION
A. In consideration for the completion of the Scope of Services by Contractor, the Town shall as set
forth in Exhibit A pay Contractor $5,000.00 retainer fee per month, which will be credited at 100%
to the incentive compensation fee equal to five percent (5%) of total gross consideration
paid for water rights presented by Contractor and acquired by the Town. The retainer
amount shall include all fees, costs and expenses incurred by Contractor, and no additional
amounts shall be paid by the Town for such fees, costs and expenses for the retainer fee.
Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt.
B. The Contractor shall be entitled to the incentive compensation for water rights that the Town places
under contract that are identified and presented by Contractor during our engagement. Contractor
shall not be entitled to the incentive compensation if it is determined that the transaction was
originated without Contractor's direct or indirect involvement during the engagement period, and for
water rights previously under negotiation by the Town. The Town shall provide a list of specific
water right holdings that are exempt from Contractor's incentive compensation at the start of this
engagement. Contractor will maintain records of its communications to assist a determination of
whether incentive compensation is due. For water rights identified and presented by Contractor
during our engagement, the incentive compensation shall be paid to Contractor if the Town later
places the water rights under contract during an 18-month period following termination of our
engagement.
IV. PROFESSIONAL RESPONSIBILITY
A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the
services described herein and has all requisite corporate authority and professional licenses in good
standing, required by law. The work performed by Contractor shall be in accordance with generally accepted
professional practices and the level of competency presently maintained by other practicing professional
firms in the same or similar type of work in the applicable community. The work and services to be performed
by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations.
B. The Town's review, approval or acceptance of, or payment for any services shall not be
construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of
the performance of this Agreement.
C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not
to employ subcontractors to perform any work except as expressly set forth in the Scope of Services.
Any materials, items, and work specified in the Scope of Services, and any and all related
documentation and materials provided or developed by Contractor shall be exclusively owned by the Town.
Contractor expressly acknowledges and agrees that all work performed under the Scope of Services
constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire,"
Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The
Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy,
alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent
from Contractor.
If the Town reuses or makes any modification to Consultant's designs, documents or work product
without the prior written authorization of Consultant, the Town agrees, to the fullest extent permitted by law,
to release the Consultant, its officers, directors, employees and sub -consultants from all claims and causes
of action arising from such uses, and shall indemnify and hold them harmless from all costs and expenses,
including the cost of defense, related to claims and causes of action to the extent such costs and expenses
arise from the Town's modification or reuse of the documents.
The Town expressly acknowledges and agrees that the documents and data to be provided by
Consultant under the Agreement may contain certain design details, features and concepts from the
Consultant's own practice detail library, which collectively may form portions of the design for the Project, but
which separately, are, and shall remain, the sole and exclusive property of Consultant. Nothing herein shall
be construed as a limitation on the Consultant's right to re -use such component design details, features and
concepts on other projects, in other contexts or for other clients.
VI. INDEPENDENT CONTRACTOR
Contractor is an independent contractor. Notwithstanding any other provision of this Agreement, all
personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain
at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation
that it is a Town employee for any purposes.
VII. INSURANCE
A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance
sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor
pursuant to this Agreement. At a minimum, Contractor shall procure and maintain, and shall cause any
subcontractor to procure and maintain, the insurance coverages listed below, with forms and insurers
acceptable to the Town.
1. Worker's Compensation insurance as required by law.
2. Commercial General Liability insurance with minimum combined single limits of $1,000,000
each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises
and operations, and shall include coverage for bodily injury, broad form property damage, personal
injury (including coverage for contractual and employee acts), blanket contractual, products, and
completed operations. The policy shall contain a severability of interests provision, and shall include
the Town and the Town's officers, employees, and contractors as additional insureds. No additional
insured endorsement shall contain any exclusion for bodily injury or property damage arising from
completed operations.
3. Professional liability insurance with minimum limits of $1,000,000 each claim and
$2,000,000 general aggregate.
B. Such insurance shall be in addition to any other insurance requirements imposed by law.
The coverages afforded under the policies shall not be canceled, terminated or materially changed without
at least 30 days prior written notice to the Town. 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 Town, its officers, its employees or its contractors shall be excess and not
contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any
deductible losses under any policy.
Page 3 of 9
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C. Contractor shall provide to the Town a certificate of insurance as evidence that the required
policies are in full force and effect. The certificate shall identify this Agreement.
VIII. INDEMNIFICATION
A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers,
volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages,
losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including
without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or
damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with
this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error,
professional error, mistake, negligence, or other fault of Contractor, any subcontractor of Contractor, or any
officer, employee, representative, or agent of Contractor, or which arise out of a worker's compensation claim
of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor's liability
under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented
by the degree or percentage of negligence or fault attributable to Contractor, any subcontractor of Contractor, or
any officer, employee, representative, or agent of Contractor or of any subcontractor of Contractor.
B. If Contractor is providing architectural, engineering, surveying or other design services under
this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be
determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute
resolution or otherwise resolved by mutual agreement between the Parties, as provided by C.R.S. § 13-50.5-
102(8)(c).
IX. ILLEGAL ALIENS
A. Certification. By entering into this Agreement, Contractor hereby certifies that, at the time
of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under
this Agreement and that Contractor will participate in either the E-Verify Program administered by the United
States Department of Homeland Security and Social Security Administration or the Department Program
administered by the Colorado Department of Labor and Employment to confirm the employment eligibility of
A employees who are newly hired to perform work under this Agreement.
B. Prohibited Acts. Contractor shall not knowingly employ or contract with an illegal alien to
perform work under this Agreement, or enter into a contract with a subcontractor that fails to certify to
Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work
under this Agreement.
C. Verification,
1. If Contractor has employees, Contractor has confirmed the employment eligibility of all
employees who are newly hired to perform work under this Agreement through participation in either
the E-Verify Program or the Department Program,
2. Contractor shall not use the E-Verify Program or Department Program procedures to
undertake pre -employment screening of job applicants while this Agreement is being performed.
Page 4 of 9
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3. If Contractor obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien who is performing work under this
Agreement, Contractor shall: notify the subcontractor and the Town within 3 days that Contractor
has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is
performing work under this Agreement; and terminate the subcontract with the subcontractor if within
3 days of receiving the notice required pursuant to subsection 1 hereof, the subcontractor does not
stop employing or contracting with the illegal alien who is performing work under this Agreement;
except that Contractor shall not terminate the subcontract if during such 3 days the subcontractor
provides information to establish that the subcontractor has not knowingly employed or contracted
with an illegal alien who is performing work under this Agreement.
D. Duty to Comply with Investigations. Contractor shall comply with any reasonable request by
the Colorado Department of Labor and Employment made in the course of an investigation conducted
pursuant to C.R.S. § 8-17.5-102(5)(a) to ensure that Contractor is complying with the terms of this Agreement.
E. Affidavits. If Contractor does not have employees, Contractor shall sign the "No Employee
Affidavit" attached hereto. If Contractor wishes to verify the lawful presence of newly hired employees who
perform work under the Agreement via the Department Program, Contractor shall sign the "Department
Program Affidavit" attached hereto.
X. MISCELLANEOUS
A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of
Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado,
B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of
this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this
Agreement.
C. Integration. This Agreement constitutes the entire agreement between the Parties,
superseding all prior oral or written communications.
D. Third Parties. There are no intended third -party beneficiaries to this Agreement.
E. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient
when directly presented or sent pre -paid, first class United States Mail to the Party at the address set forth
on the first page of this Agreement.
F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction
to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and
effect.
G. Modification, This Agreement may only be modified upon written agreement of the Parties.
H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall
be assigned by either Party without the written consent of the other.
1. Governmental Immunity. The Town and its officers, attorneys and employees, 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 or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-
10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees.
J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in
addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way
limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work
negligently or defectively performed.
K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution,
any financial obligation of the Town not performed during the current fiscal year is subject to annual
appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory
charge, requirement, debt or liability beyond the current fiscal year.
L. Representative Authority. Each person signing this Agreement represents and warrants that
he or she is duly authorized and has the legal capacity to execute the Agreement.
IN WITNESS WHEREOF, the Parties -have executed this Agreement as of the Effective Date.
ATTEST:
r.
Town
APPROVED AS TO FORM:
i, Town Attorney
By:
TOWN OF FIRESTONE,• COLORADO
Bobbi Sindelar, Mayor
WESTWATER RESEARCH, LLC
NO EMPLOYEE AFFIDAVIT
To be completed only if Contractor has no employees
�. Check and complete one:
❑ I, , am a sole proprietor doing business as
I do not currently employ any individuals. Should I employ any employees
during the term of my Agreement with the Town of Firestone (the "Town"), I certify that I will comply with the
lawful presence verification requirements outlined in that Agreement.
❑ I, am the sole owner/member/shareholder of
a [specify type of entity — i.e.,
corporation, limited liability company], that does not currently employ any individuals. Should I employ any
individuals during the term of my Agreement with the Town, I certify that I will comply with the lawful presence
verification requirements outlined in that Agreement.
2. Check one.
❑ I am a United States citizen or legal permanent resident.
The Town must verify this statement by reviewing one of the following items:
■ A valid Colorado driver's license or a Colorado identification card;
■ A United States military card or a military dependent's identification card;
■ A United States Coast Guard Merchant Mariner card;
■ A Native American tribal document;
■ In the case of a resident of another state, the driver's license or state -issued identification
card from the state of residence, if that state requires the applicant to prove lawful presence
prior to the issuance of the identification card; or
■ Any other documents or combination of documents listed in the Town's 'Acceptable
Documents for Lawful Presence Verification" chart that prove both Contractor's
citizenship/lawful presence and identity.
OR
❑ I am otherwise lawfully present in the United States pursuant to federal law.
Contractor must verify this statement through the federal Systematic Alien Verification of Entitlement
("SAVE') program, and provide such verification fo the Town.
Signature
Date
Page 7 of 9
FIRESTONE
DEPARTMENT PROGRAM AFFIDAVIT
To be completed only if Contractor participates in the Department of Labor Lawful Presence Verification Program
I, , as a public contractor under contract with the Town of Firestone (the
"Town"), hereby affirm that:
1. I have examined or will examine the legal work status of all employees who are newly hired
for employment to perform work under this public contract for services ("Agreement") with the Town within
20 days after such hiring date;
2. I have retained or will retain file copies of all documents required by 8 U.S.C. § 1324a, which
verify the employment eligibility and identity of newly hired employees who perform work under this
Agreement; and
3. I have not and will not alter or falsify the identification documents for my newly hired
employees who perform work under this Agreement.
Signature
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument
2020, by
My commission expires:
(SEAL)
Date
was subscribed, sworn to (or affirmed) before me this
Notary Public
as
Contractor's Duties
Town:
EXHIBIT A
SCOPE OF SERVICES
During the term of this Agreement, Contractor shall perform the following duties, as directed by the
• See the attached proposal from WestWater Research, LLC for additional details.
Contractor's Deliverables
In performance of the duties described above, Contractor shall deliver the following items to the
Town, during the timeframes established by the Town:
• See the attached proposal from WestWater Research, LLC for additional details.
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Main Office
c to r 805 W. Idaho Street 4310
We
J Boise, ID 83702
esea rchLLC (208)433-0255
Pacific Northwest
20552 NE. 116th Circle
Brush Prairie, WA 98606
(360) 695-5233
West Coast
500 Capitol Mall, # 2350
Sacramento, CA 95816
(916)426.6386
To: Julie Pasillas, Town of Firestone
From: WestWater Research, LLC
Subject: Proposal for Water Rights Acquisition Assistance
Date: September 15, 2020
Southwest
4747 N. 70, Street #412
Phoenix, AZ 85014
(602)595-7009
Rocky Mountain
320 E. Vine Dr. #223
Fort Collins, CO 80521
(970) 672-1811
Background and Purpose
The Town of Firestone is looking to acquire native ditch rights in the lower St. Wain River Basin to provide
raw water supplies for augmentation of planned municipal wells and potentially for direct municipal use. The
Town has previously developed a list of priority acquisition targets, consisting of shares and/or excess carriage
agreements in the following ditch companies: Last Chance Ditch, Godding Ditch, Lower Boulder Reservoir &
Ditch, Rural Ditch, and Coal Ridge Ditch. In addition, the Town is interested in acquiring firmed Windy Gap
Project units and fully consumable effluent from the Saint Vrain Sanitation Plant. Over the next several years,
the Town is looking to acquire at least 1,000 acre-feet of transferrable water supplies from these targets. The
Town is willing to explore other water supplies, in addition to these seven targets, that meet its augmentation
and/or direct use objectives.
A comparison of recent Colorado -Big Thompson (CBT) unit sale prices to known sale prices for native ditch
water rights in Water Division 1 (South Platte Basin) illustrates the motivation for the Town's water acquisition
plans and the cost effectiveness of pursuing alternative water supplies (see Figure 1). The water acquisition
targets are local and can be delivered to the Town's reservoir(s), have manageable return flow obligations, and
have experienced limited historical market demand so prices are expected to be relatively low.
gure 1: Comparison of Recent 5 Years of CBT &Native Ditch Sale Prices
f
$sd,oao — - - j-- •
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$70,coo j
I %
5600000 - CBT Units •t'` • •
Sso,000 • •� I = t' a
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•�I%1 .lip• •i7ia1 it►��. � • • I • !•'
$30,000 •
• • a • • • Native Ditch Shares • • • t
• in Water Division_ 1 •
52000000 so
- -
• • • •
$10000o 0 + a • • • • i • • •
• �• • i • • `o .b • • •• •/ •• • • it •
$0 — • • .�
)an,2015 Jan,2016 Ja1101011 E1102018 Jan,2019 Jan,2020
The Town contacted WestWater Research, LLC (WestWater) to request a proposal to provide assistance in
acquiring native ditch water rights. This proposal lays out the anticipated scope and services that WestWater
will provide to the Town in the course of identifying, negotiating, and securing water rights for the Town.
www.waterexchange.com
2�Page
Proposal — Firestone — Water Rights Acquisition Assistance
September 15, 2020
Scope of Services
WestWater will work. with the Town to implement a professionally managed water rights acquisition program.
The following tasks and services are expected to be completed by WestWater in the process of identifying,
negotiating, and successfully closing on water right acquisitions for the Town.
1. Develop Water Rights Acquisition Strategy. WestWater will review past studies and documents
supporting the Town's water acquisition strategy focused on the five target ditch companies.
WestWater will also conduct an initial analysis of potential alternative water supply sources and will
communicate any alternative concepts to the Town. This task will define any Town preferences in
WestWater outreach efforts, protocol and procedures for communicating information between
WestWater and the Town, and cost expectations.
2. Prioritize Water Rights for Acquisition. An initial economic analysis will be conducted to identify
any unit price ($ per acre-foot) disparities between the target water sources, leading to a prioritization
of the five target ditch companies based on value. WestWater will develop an inventory of landowners
within the five target ditch companies. The inventory will be developed as a spatial geodatabase based
on land ownership, with attributes such as known share ownership and recent transactions. Selected
owners and business contacts will be ranked to inform the order in which prospective sellers will be
engaged. This process will consider various owner attributes — information and perspective of the
prospective sellers, relative size (land acres or water volume), current use considerations, and other
factors. Sometimes there is a story that informs potential willingness to sell, such as ownership by an
estate or trust, absentee landowners, or recent life events. Each water right owner will be assigned a
relative priority (high, medium, and low) reflecting the expected level of success for the transaction.
3. Transaction Origination. WestWater will develop and maintain market infoirnation relevant to the
water acquisition targets and can provide periodic market updates to the Town's water team. WestWater
will originate and manage water right transactions in coordination with the Town. WestWater will
initiate contact with owners of high -priority water rights and manage on -going communications in an
effort to solicit interest and initiate negotiations. This owner outreach will be conducted according to
the outreach approaches and timelines recommended in the water acquisition strategy. Negotiations
with water right owners can be lengthy and require multiple meetings. WestWater will manage and
lead the negotiation process from initial meeting through execution of a purchase and sale agreement.
In addition to coordinating and leading meetings, negotiation management services provided by
WestWater typically include:
a. Initial "fatal "flaw" due diligence (ownership review, historic use analysis, valuation analysis)
to minimize "dead deal" costs.
b. Develop and recommend proposed transaction terms. For some water transactions, this may
involve the development of Opportunity Assessments for review by the Town that include a
summary of the water right, owner information, estimated water volume, initial due diligence
findings, recommended additional research, and recommended price terms.
c. Meetings with the Town's water team (staff, attorneys, engineers)
d. Draft letter(s) of intent to be tendered to the water right owner, in coordination with the Town's
water team and legal counsel.
e. Lead negotiations with the water right owner.
4. Transactions Execution. WestWater will support the Town through the transaction closing process.
Transaction services provided by WestWater typically include:
a. Coordinate with attorneys on final due diligence on prospective water rights including liens
and encumbrances or other issues that may prevent or delay the sale.
b. Coordinate with attorneys on the preparation of purchase agreements and related documents.
c. Assist and consult with legal counsel on structure of purchase agreements and documents.
d. Coordinate financial closing of transactions.
�www,waterexchange,com
3IPage
Proposal — Firestone — Water Rights Acquisition Assistance September 15, 2020
WestWater may complete other tasks and services as part of managing the water rights acquisition program for
the Town. Periodic participation in the Town's regular water team meetings is anticipated.
Deliverables
Upon notice to proceed, this project will be operated as a program, with regular intermittent deliverables to the
Town in the pursuit of water rights. Deliverables are expected to include items such as: recommendations on
priority water right targets, acquisition strategy plans, opportunity assessments, and due -diligence reports for
water rights transactions that advance. In addition to the intermittent deliverables listed above, WestWater
anticipates regular meetings and conference calls with the Town to provide updates on status of the project and
to make decisions on whether to proceed with specific actions.
Timeline
The initial two tasks (strategy and prioritization) are expected to require approximately 6 to 8 weeks to
complete. The timeline and schedule for the remainder of the project will largely depend on the speed and
success of negotiations with water right owners. Based on previous acquisition projects, the estimated time of
completion is 24 to 36 months. Additional time will be required to complete regulatory approvals following
acquisition. Most ditch companies have bylaws and required processes that impact the transfer of ownership
such as a right of first refusal) or the change of use (Catlin bylaws) The actual time required is highly variable
based on the complexities of negotiations. WestWater will ensure that every effort is made to move the process
along as quickly as possible.
Compensation
All services under the project will be compensated as follows.
• Monthly retainer fee of $5,000 per month while the acquisition effort is active.
• Incentive compensation fee equal to five percent (5%) of total gross consideration paid for water rights
presented by WestWater and acquired by the Town.
• Monthly retainer fees paid by the date of closing will be credited toward the incentive compensation.
Any monthly retainer fees not credited for a particular transaction will be rolled over to the next
transaction.
• WestWater shall be entitled to the incentive compensation for water rights that the Town places under
contract that are identified and presented by WestWater during our engagement. WestWater shall not
be entitled to the incentive compensation if it is determined that the transaction was originated without
WestWater's direct or indirect involvement during the engagement period, and for water rights
previously under negotiation by the Town. The Town shall provide a list of specific water right holdings
that are exempt from WestWater's incentive compensation at the start of this engagement. WestWater
will maintain records of its communications to assist a determination of whether incentive
compensation is due. For water rights identified and presented by WestWater during our engagement,
the incentive compensation shall be paid to WestWater if the Town later places the water rights under
contract during an 1 &month period following termination of our engagement.
Qualifications
WestWater is a leading economic and financial consulting firm specializing in water rights and water resource
development in the United States. WestWater provides market intelligence, valuation, transaction advisory,
strategic planning, and asset management services relating to water rights. WestWater utilizes water rights
transaction data to guide its water acquisition plans and negotiations. WestWater maintains a proprietary
database of water right transactions in Colorado and other Western states known as Waterlitix. Our
commitment to data and analysis allows WestWater to bring more than just a broker relationship, instead
backing up its recommendations with a data -informed perspective and providing comfort to clients in making
good business decisions.
A company statement of qualifications and staff resumes can be provided if requested by the Town,
www waterexchange,com