HomeMy WebLinkAbout20180461.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR INDEMNIFICATION AND AUTHORIZE CHAIR TO SIGN
- CENTRAL COLORADO WATER CONSERVANCY DISTRICT
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Agreement for Indemnification
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, and the Central Colorado Water Conservancy District,
commencing a upon full execution of signatures, with further terms and conditions being as stated
in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Indemnification between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, and the Central
Colorado Water Conservancy District, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 12th day of February, A.D., 2018.
ATTEST: detilL44)G Xlto;e,c
Weld County Clerk to the Board
BY:
Depu y Clerk to the B
APP -ROVED
O FOR
ty Attorney
Mike Freeman
Date of signature: t,a-aI-(g
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Steye Moreno, Chair,
;Barbara KirkmeVer Pro -Tern
Sean P. Conway
EXCUSED
Julie A. Cozad
9_ 14Z
2018-0461
BC0051
Stephanie Frederick
From:
Sent:
To:
Cc:
Subject:
Attachments:
Bruce Barker
Friday, February 09, 2018 3:52 PM
Commissioners
CTB; Don Warden; Clayton Kimmi; Devin Traff
Indemnification Agreement for .25 Share of Rural Ditch Stock
Indemnification Agreement Rural Central and Weld County -(Clean version).doc
Attached is an indemnification agreement so that Rural Ditch Company ("Rural") will transfer the .25 share of Rural stock
that was supposed to be transferred to Weld County by Raintree, Limited, Inc. ("Raintree"), in 1997. The .25 share will
then be transferred to Central to complete the Hokestra pit sale to Central. This is the last item of business for the
closing to occur. The transfer was agreed to in a 1997 agreement between Weld County and Raintree, the Sloveks, Joan
Leslie Stearns, and Patricia Fox. Raintree, Ltd. was dissolved as a Colorado corporation in 2004. None of the Sloveks or
Ms. Stearns own property in Weld County as of this date. Patricia Fox owns property east of Lasalle. So the probability
of Raintree or any of those persons showing up after 20 years and demanding the .25 share is negligible. But Rural's
attorney tells me their bylaws and rules say this type of indemnification is necessary to accomplish the transfer of the
.25 share. Rural approved the indemnification agreement yesterday. Central will do so next week. The agreement is on
the Board's Monday agenda for approval. I recommend approval.
Bruce T. Barker, Esq.
Weld County Attorney
P.O. Box 758
11501'O" Street
Greeley, CO 80632
(970) 356-4000, Ext. 4390
Fax: (970) 352-0242
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AGREEMENT FOR INDEMNIFICATION
THIS AGREEMENT FOR INDEMNIFICATION ("Agreement") is made by and
between the County of Weld, a political subdivision of the State of Colorado, by and through the
Board of County Commissioners of the County of Weld, whose address is P.O. Box 758, 1150 O
Street, Greeley, Colorado 80632, hereinafter referred to as "County;" the Rural Ditch Company,
whose address is P.O. Box 119, Longmont, Colorado 80502, hereinafter referred to as "Rural;"
and the Groundwater Management Subdistrict of the Central Colorado Water Conservancy
District by and through its Water Activity Enterprise, whose address is 3209 West 28th Street,
Greeley, Colorado 80634, hereinafter referred to as "Central." County, Rural and Central may
be referred to herein individually as "Party" and collectively as "the Parties."
WITNESSETH:
WHEREAS, on March 22, 2017, County and Central entered into an agreement for the
purchase and sale of certain property located in Weld County, Colorado, including 3.75 shares of
Rural stock to be transferred from County to Central, and
WHEREAS, the 3.75 shares of Rural stock include .25 shares obtained by County from
John P. Slovek, Jr., Gary W. Slovek, Michael S. Slovek, Joan Leslie Stearns, Patricia Fox and
Raintree, Ltd., a Colorado Corporation, ("the Sloveks"), by and through an agreement recorded
at Reception Number 2573333 in the Office of the Weld County Clerk and Recorder on October
9, 1997, and
WHEREAS, Rural has no record of ever receiving a stock transfer request signed by the
Sloveks for the .25 shares; such request would have been necessary for Rural to properly transfer
the .25 shares to County, and
WHEREAS, the .25 shares obtained by County from the Sloveks are currently issued to
Raintree, Ltd., a Colorado Corporation, as Certificate No. 360, and
WHEREAS, County has recently requested that Rural recognize the 1997 transfer of the
.25 shares to the County and issue the ownership certificate for the .25 shares to the County for
subsequent transfer of the same to Central (upon receipt by Rural of a transfer request from
County to Central and payment by the County of the Rural stock transfer fee), and
WHEREAS, in order to accomplish said ssuance and subsequent transfer of the .25
shares, Rural has asked for indemnification of both Rural and Central in an amount up to
$56,250.00 for a period of five (5) years from the last date of signature by the Parties upon this
Agreement in the event that a party, other than the Parties to this Agreement, asserts an
ownership claim to the .25 shares, and
WHEREAS, County agrees to provide such indemnification in accordance with the terms
and conditions of this Agreement.
2018-0461 C I)
Page 1 of 4 Pages
NOW, THEREFORE, in consideration of the mutual promises and covenants stated
herein, the Parties hereby agree as follows:
1. Upon signature of this Agreement by all parties, Rural agrees to issue the ownership
certificate for the .25 Rural shares to County and, upon receipt of required transfer
documentation and payment of the transfer fee, transfer the same to Central in exchange
for County agreeing to indemnify herein Rural and Central from liability, damage or cost
up to the amount of $56,250.00 that could be incurred by Rural and Central by a claim of
ownership to the .25 shares of Rural stock by a third party. This Agreement shall remain
in force from the last date of signature by the Parties to and until five (5) years thereafter.
The transfer of the .25 Rural shares to Central is scheduled to take place at the closing of
the sale and purchase of the Hokestra property from County to Central.
2. County agrees that during the term of this Agreement, it shall secure and keep $56,250.00
in its General Fund for the encumbrance of such indemnification.
3. Rural and Central expressly agree that this Agreement is intended to be as broad and
inclusive as is permitted by the laws of the State of Colorado, and further that if any
portion thereof is held invalid, the remainder of this Agreement shall continue in full
legal force and effect.
4. Notwithstanding the foregoing, nothing herein shall be deemed a waiver of the
procedures, limitations and protection available to the County and/or Central pursuant to
the Colorado Governmental Immunity Act related to claims brought by any person not a
party hereto.
5. The undersigned are authorized to make this Agreement on behalf of County, Rural, and
Central.
6. This Agreement supersedes all prior negotiation, representation, and understanding or
agreements with respect to the subject matter contained in this Agreement. This
Agreement may be changed or supplemented only by a written instrument executed by all
Parties.
7. It is expressly understood and agreed that the enforcement of the terms and conditions of
this Agreement, and all rights of action relating to such enforcement, shall be strictly
reserved to the Parties, and nothing in this Agreement shall give or allow any claim or
right of action whatsoever by any other person not included in this Agreement. It is the
express intention of the parties that any entity other than the Parties receiving services or
benefits under this Agreement shall be an incidental beneficiary only.
8. Colorado law, and rules and regulations established pursuant thereto, shall be applied in
the interpretation, execution, and enforcement of this Agreement. Any provision included
or incorporated herein by reference which conflicts with said laws, rules and/or
regulations shall be null and void.
Page 2 of 5 Pages
9. If any term or condition of this Agreement shall be held to be invalid, illegal, or
unenforceable, if allowed by law, in lieu of such invalid, illegal, or unenforceable
provision, there shall automatically be added as part of this Agreement a provision
similar in terms to such illegal, invalid, or unenforceable provision so that the resulting
reformed provision is legal, valid, and enforceable. If such reformation is not possible,
this Agreement shall be construed and enforced without such provision, to the extent that
this Agreement is then capable of execution within the original intent of the parties.
10. In the event of a dispute between County, Rural, and/or Central concerning this
Agreement, the Parties agree that neither party shall be liable to or responsible for the
payment of attorney fees and/or other legal costs incurred by or on behalf of the other
Party.
11. This Agreement may be simultaneously executed in any number of counterparts, each of
which shall be deemed original but all of which constitute one and the same Agreement.
12. The Parties agree to give each other notice within thirty (30) days of receipt of any
claim(s) of ownership of the .25 shares of Rural stock made by a party other than the
Parties to this Agreement.
SIGNED this 144, day of r..,forvarc, , 2018.
COUNTY:
ATTEST: ,ddf
Weld County Clerk to the Bo4;e1
BY:
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Page 3 of 5 Pages
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Page of5Pages
SIGNED this j`5 day of ` , 2018.
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The foregoing instrument was acknowledged before me this 15 day of
2018, by Randall C. Knutson, President of the Board of Directors, Groundwater Manageme
Subdistrict of the Central Colorado Water Conservancy District by and through its Water
Activity Enterprise.
GROUNDWATER MANAGEMENT
SUBDISTRICT OF THE CENTRAL COLORADO
WATER CONSERVANCY DISTRICT BY AND
THROUGH ITS WATER ACTIVITY
ENTERPRISE
� p �
dall C. Knutson, Presid nt of the oard of
Directors
WITNESS my hand and official seal
My co fission expires:
l3A r
TAMMY J RUSCH
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20134030345
MY COMMISSION EXPIRES MAY 13, 2021
Page 5 of 5 Pages
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