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Home My WebLink About23-95 Approving Reimbursement of Expenses Agreement New Coal Ridge Ditch Company 09-13-2023RESOLUTION NO. 23-95 A RESOLUTION OF THE BOARD OFTRUSTEES OF THE TOWN OF FIRESTONE, COLORADO APPROVING A REIMBURSEMENT OF EXPENSES AGfREEMENT BETWEEN THE TOWN OF FIRESTONE AND THE NEW COAL RIDGE DITCH COMPANY WHEREAS, theTown ofFirestone f-Town") obtained 497 shares (-Firestone Shares-) in the New Coal Ridge Ditch Company which it desires to change in at Court frorn its decreed purpose of agricultural irrigation to uses 1'(.)r theTown; and W[11--1RE,AS. New Coal Ridge Ditch Company*s Bylaws require that the'l own make a written application to the Company's Board of Director's bel'ore it can procccdvvith a change case for the Firestone Shares in Water Court (**Catlin Application"); and WHERE"AS, prior to submitting the Caitlin Application theToNvii has requested assistance from the New Coal Ridge Ditch Company (-Cornpany") t"br access to Company records and reports which will assist theTown in its Callin Appiication, and WHEREAS, as theTow-ns request will require the Company to incur administrative, engineering, and legal expenses it is appropriate har the'Vown to reimburse the Company for such costs as set l"orth in an Agreement between the parties. NOW, THEREF'ORE. BE Ff RESOLVE'D BY Tl IE BOARD OFTRUSTEES OF THE TOWN OF" FIRE'STONE. C01-ORADO: The Agreement fear the Rei rn bursenient ol'I'Apenses between the Town of "hest and the Ne", Coal Ridge Ditch Company is approved in substantial IN, the same form as the copy attached hereto and made a pail ofthis resolution and the Mayor is authorized to execute the Agreement on behalf of theTswat . IN'FRODUCE'D, READ AND AD01,91.'D this 13th day cif' Septembar. 2023. RADO �ARES UVVfr )rew Alan Peterson, Mayor N S I- w4u 1 '0 (,I � 4Z 7 &2- Kri,ki K. Bashor, CMCTown Clerk AAPROV,71E 1:-"()RM: OV William P, I Jay,.. i.F'c n Attomey AGRLEMENT FOR JJ1E REIMBURSEMENT OF EXPENSES THIS AGREEM made effW�.,T FOR THE REIM BURS EMENTOF EXPENSES ("Agreernent") is 'ective as of fl; ay of. 2023, by and artiong the NEW COAL RIDGE DITCH COMPANY ("Cornparly), TOWN OF FIRESTONE, a Colorado municipal corporation ("Firestone"), These parties may collectively be retlerred to as '*the Parties." A. The Company operates an irrigation distribution system in Weld County, which includes the Coal Ridge Ditch. The Company owns and operates the Co. al Ridge Ditch. The Northern Colorado Water Conservancy District ("Northern Water") shares the easement that the Coal Ride Ditch is in and uses the easement and the same ditch structure, referred to by Not -them Water as the -South Platte Supply Canal" to deliver water to the South Platte River. K Water rights decreed to the Coal Ridge Ditch (the "Ditch") were originally decreed for irrigation purposes. Firestone recently obtained 497 shares in the New Coal Ridge Ditch Company ("Firestone Shares") and intends to change the Firestone Shares in the District Court for water Division No. I State of Colorado ("Water Court") for municipal uses (the -Change Case"), C. Pursuant to the Company Byla),vs, Firestone must make written application to the Company's Board of Directors before it can proceed with the Change Case fbr the Firestone Shares in the Water Court, (-Catlin Application"). D. Before submitting a Catlin Application, Firestone has requested that the Company provide additional inforalation to assist Firestone in preparing its Catlin Application, which is anticipated also to include the installment of additional infrastructure, on the Ditch related to delivery of water to Firestone frorn the Ditch. Firestone also desires to deliver foreign water through the ditch system, Fire tone acknowledges that this will require the Cornpany to dedicate legal, engineering, and staff firace and, as a result, the Company will incur certain costs in discussing the above issues with Firestone. F. Firestone desires and intends to reimburse the Company: for such costs pursuant to the terms of this Agreement. NOW, TFIEREl'-ORI: , in consideration of the foregoing Recitals, the Parties hereto mutually agree as follows: 1. jpqjjorarion. The Recitals set forth above are accurate and are incorporated into this Agreenient, Pacyc I of 5 2. T91111r.-Tertnination. This Agreement shall commence the latest (late upon which all pat -ties have signed this Agreement ("Effective Date"), This Agreement may be terminated by any party at any time, upon provision of thirty (30) days' notice in writing to the other parties and payment of all outstanding expenses to the Company, This Agreement shall autornatically terminate at the timer Firestone submits a Catlin Application to the Company, Firestone sh4l pay any outstanding invoices arising tinder this Agreement within thirty (30) days of submission of the Catlin Application or r ceipt of the final invoice, whichever is later. Costs incurred after the date of termination of this Agreement shall be paid in accordance with the Company's Bylaws. 3. Reimbursement of Costs. Firt stone shall reirriburse the Conipany for all "Reirribursable Costs" incurred by the Company on Firestone's behalf in connection with informational requests made Fay Firestone. Such Reimbursable Costs shall include, but are, not limited to: administrative services, such as researching, compiling, and/or copying Company's records, and/or conipensation to employees and Board members who provide technical and informational services, such as verbal or written operational and water rights administration information; and legal and/or engineering expenses incurred by the ("ornpany. 4. Pe ILO,siLand P4yjjre-nt.'Fo cover the initial Reimbursable Costs, Firestone shall make a deposit with the Company of a total of S5,000 which shall be deposited in the trust account of the Company legal counsel, 1-yons Gaddis. The Company acknowledges that Firestone previously, made a deposit cal' $2,000 which shall be credited towards the new deposit. Upon execution of this agrecirtent Firestone shall provide an additional $3,000 to the Company to satisfy its obligation to provide the deposit, The Company shall submit to Firestone monthly invoices ('-Monthly Invoice") detailing, Reimbursable Costs incurred by the Company for the prior month. Firestone shall have ten (10) days following the transmission of the Monthly Invoice to object to any of the Reimbursable Costs in which case the objected to Reimbursable Cost shall not be paid but the Company may cease responding to requests frorn Firestone until the dispute is resolved, If <the initial deposit is fully draNv.,n down prior to Firestone` s submittal ofa Catlin Application, Firestone shall reimburse the Company 1,A401in thirty (30) days of receipt of any Monthly Invoice for the total amount due, In the event that there is a balance remaining on the initial deposit at the tune: that Firestone submits a Catlin Application to the Company, after payment of all invoices fbr Direct Costs arising tinder this Agreernent, the Company shall recognize the remaining balance as a credit toNvards any additional deposit the Company may request firorn Firestone pursuant to its Bylaws. Use of Infortuation. The Parties agree that the information conternplated to be provided to Firestone Linder the terms of this Agreement will be of the type necessary to the development ofthe Catlin Application and, subsequently, an application for a change of water rights for the Firestone Shares in Water Court, Fhe Company may deny any request for information to the extent providing that intbrmation to Firestone is not authorized under the Company's Bylaws, rules, regulations, policies, any other applicable law, or that would result in the breach of any legal privilege or protection othetivise available to the Company, 6. Notices. Any notice or other communication given pursuant hereto relating to this Agreement Sao 2 of 5 1 shall be in writing and shall be deerried to have been duly given (i) on the date and at the firne of delivery if delivered personally to the party to whorn notice is given at the address specified below; or (1i) on the date and at the firrie of delivery or refusal of acceptance of delivery it* delivered or attempted to be delivered by an overnight courier service to the party to whoill notice is given at the address specified below; or in on the date of delivery or attempted delivery shown on the return reccipt if mailed to the party to whom notice is to be given by first-class until, sent by registered or certified mail, return receipt requested, postage prepaid and property addressed as specified below; or (iv) on the date, and at the time shown oil the fiacsitude or electronic to it message if telecopied or e-mailed to the number or address s jj�Lcified below and receipt of such telecopy or electronic taw ail triessage is acknowledged-, If to the Company, to: New Coal Ridge Ditch. Company Attn: Raslielle Richardson, Secretary 10879 Weld County Road 17 Longtriont, CO 80504 With a copy by the saute delivery method, to: Jcffirey Kahn Lyons Gaddis P.O. Box 978 Longniont, CO 80502 303-776-9900 Et-riail:jkaliti((,,,,Iyot'isgaddis.com If to Firestone, to: T(,lwn of Firestone Attention: Julie Pasillas ,Di rector of Publ ic Works 9950 Park Ave Firestonc, CO 80504 Telephone: 303-531-6258 Ei,iiaii.jpasillas(r"rxfirestone.goN, With to copy by the same delivery, rnethod, to: Wes Knott Lawrence Custer Grasinick Jones & Donovan LIT 5245 Ronald Reagan Blvd., Ste, I Johnstown, CO 80534 Telephone: 970-622-8181 Page 3 of -5 E-mail. wes( ticglaw.corn Any such addressee may change its address for such notices to the other addressees in the United States as such addressee shall have specified by written notice given as set t'orth above. 7, TABOR. This A reentent while requiring reimbursement t"or prior expenses shall not be 9 construed or interpreted as creating, directly or indirectly, a general obligation debt, multi- fiscal year obligation or other financial obligation whatsoever of Firestone within the meaning of any constitutional or statutory limitations or requirements, nor shall this Agreement directly or indirectly obligate Firestone to make payments beyond those appropriated for the current fiscal year. 8. Assignip Sot This Agreement shall not be assignable by the Parties, 9. ("1 olorado Law. This Agreement and the rights and obligations of the Patties hereunder shall in all respects be governed, construed, interpreted, applied and enforced in accordance with the laws of the State of Colorado. In file e-vent of a dispute or alleged breach arising under this A9 reement, venue for any resulting arbitration or litigation shall be propel- in Weld County, Colorado, or in the Water Court for Water Division 1, as appropriate. 10. Caunt erVart Hai tknatTres. 'I"his Agreenient may be executed in any number of counterparts, cacti of which shall be deertled air original, but all of which taken together sliall constitute one and the sat -tie instrument, and cither of the Parties hereto may execute this Agreement by signing any sucli countet-part. Signatures may be evidenced by copies transmitted via facsimile or electronic mail, Entire .Axrere�ment. This Agreenrent sets forth the entire agrectrient between the parties. There have been no additional oral; or written reffresentat ions or agreements regarding this Agreement. 1'.). NoW a i ver of (jovern nien tat Inirtrun it V/No I'll i rd tieficiat,,,.I'IiisAgreciiietitshall meat: create any duty of care or liability with respect to any person or entity not a party to this Aoreernent., or waive any of the privileg tie Z' ges or immunities t Parities or their officers, employees, sticcessors and assigns may present pursuant to law, including, but not limited to, the Colorado Governmental Inuounity Act, CKS. 24-10-101, et seq., as amended. fREMAINDER OF PA(,iE INTENTIONALLY BLANK] Page 4 of 5 IN WITNESS WHEREOF, the pat -ties hereto have entered into this Agreement as of the date, first; :yet fbtih above. W COAL RIDGE DITCH COMPANY Y Its; President TOWN OF FIRESTONE y r �w� Its: