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HomeMy WebLinkAboutPACKET Town BoardTown Board of Trustees Regular Meeting Tuesday, August 11, 2026, 7:00 p.m. Town Hall Board Room, 170 MacGregor Ave, Estes Park Accessibility Statement The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Meeting Participation This meeting will be streamed live and available on the Town YouTube page at www.estes.org/videos. Click on the following links for more information on Digital Accessibility, and Public Comment. Agenda – 7:00 p.m. Pledge of Allegiance Agenda Approval Public Comment Town Board Comments/Liaison Reports Town Administrator Report Consent Agenda 1. Expenditure Approval Lists – Bills 2. Town Board Meeting and Study Session Minutes dated July 28, 2026 3. Resolution 55-26 Contract with Kinley Built for the Design and Construction of a New Storage Building at the Events Center Complex, $424,350 – Budgeted 4. Resolution 92-26 State of Colorado Department of Local Affairs Energy Mineral Impact Assistance Fund Grant in the amount of $100,000 Toward the Design of a New Public Safety Facility 5. Resolution 93-26 Decline to Exercise the Right of First Refusal to Purchase Windy Gap Water Units from the Platte River Power Authority Planning Commission Action Items 1. Resolutions 87-26, 88-26, and 89-26 Regarding Fall River Village II PUD and Subdivision Plats Presented by Senior Planner Hornbeck To reopen the public hearing for Resolution 87-26 and consider the request by the applicant to continue Resolutions 87-26, 88-26, and 89-26 originally presented July 28, 2026 to August 25, 2026. Action Items 1. Resolution 80-26 Contract with Infusion Architects, LLC for Design Services and Construction Management Assistance for the Estes Park Public Safety Facility Presented by Director Fetherston To advance the conceptual drawings of the proposed public safety facility into schematic design and construction documents and provide construction management assistance. 2. Visit Estes Park Board Appointment Process Presented by Town Clerk Williamson To consider the Visit Estes Park Board Appointment process for an upcoming vacancy. Agenda continues on page 3 Request to Enter Executive Session To discuss purchase, acquisition, lease, transfer or sale of any real, personal, or other property interest - Section 24-6-402(4)(a), C.R.S.; for a conference with an attorney for the Board for the purposes of receiving legal advice on specific legal questions - Section 24-6-402(4)(b), C.R.S.; and for the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators – Section 24-6-402(4)(e), C.R.S. – Discussion of an expression of interest in a potential lease of the Town property at Elm Road and Moraine Avenue. For a conference with an attorney for the Board for the purposes of receiving legal advice on specific legal questions – Section 24-6-402(4)(b), C.R.S. – Use of Lot 4 Stanley Historic District. Adjourn Town of Estes Park, Larimer County, Colorado, July 28, 2026 Minutes of a Regular meeting of the Board of Trustees of the Town of Estes Park, Larimer County, Colorado. Meeting held in the Town Hall in said Town of Estes Park on the 28th day of July, 2026. Present: Gary Hall, Mayor Kirby Hazelton, Mayor Pro Tem Trustees Bill Brown Chris Eshelman Mark Igel Jamie Mieras Also Present: Travis Machalek, Town Administrator Jason Damweber, Deputy Town Administrator Dan Kramer, Town Attorney Sarah Stoddard Cameron, Recording Secretary Absent: Trustee Frank Lancaster Mayor Hall called the meeting to order at 7:01 p.m. Recognition. Mayor Hall recognized Estes Park School students who won a drawing and writing contest held by the Estes Park School Environmental Resilience Team in partnership with the Estes Valley Watershed Coalition to celebrate the beauty of Estes Park’s natural environment through educational posters. The posters are to be displayed around Estes Park. Proclamation. Mayor Hall proclaimed August 8, 2026, as Estes Park Recycles Day. Proclamation. Mayor Hall proclaimed the month of August, 2026, as Estes Arts Month.. Agenda Approval. It was moved and seconded (Eshelman/Hazelton) to approve the Agenda, and it passed unanimously. Public Comments. Frank Theis/Town Resident thanked Trustee Igel for his acknowledgment of Estes Valley Fire Protection District (EVFPD) funding issues and Town Administrator Machalek for his clarification that the Board had not discussed removing or decreasing existing EVFPD funding. He then urged the Town to demonstrate budget engineering to the public while funding and building the new public safety facility, and advocated this method would encourage constituents to vote to increase funding for the project. Matt Tschohl/Town Resident requested a meeting with the Town regarding a property he purchased at 450 Hillside Lane, a single-family home that he stated had been occupied as a duplex since 1980, and advocated the property be granted duplex conversion. John Guffey/Town Resident expressed disapproval of visible trash receptacles, reported that Waste Management trash collection vehicles were too loud and disruptive, and contended that the Town should further encourage compliance with dark sky standards to protect nocturnal ecosystems. Trustee Comments. Board comments were heard and have been summarized: Commended Congressman Neguse for his visit to the Town for Congress on the Corner, and noted his attendance at DRA F T Board of Trustees – July 28, 2026 – Page 2 the EVFPD swearing-in ceremony of Fire Chief, Kevin Nunn; attended the EVFPD swearing-in ceremony; provided accolades to Interim Fire Chief Jones for his hard work and commitment to the district, and expressed enthusiasm regarding his appointment; reported fourteen (14) applications were received for three (3) openings on the Estes Park Housing Authority (EPHA) Board of Commissioners, the EPHA was struggling with employee recruitment and may consider hiring relatives of current employees at their next board meeting, and EPHA offices would temporarily move into SkyView mid-August; commended the Estes Park Police Department’s Police Auxiliary for their dedication and support, including National Night Out; attended Visit Estes Park’s (VEP) Board of Directors meeting heard a presentation from Larimer County Commissioner Shadduck- McNalley on Larimer County budget-shortfalls and the Board discussed trends in lodging occupancy rates, sales and lodging tax revenue, and encouraged the public to apply for an upcoming vacancy on the Board;; acknowledged Jamie Palmesano, for her dedication and support for the Global Friends program for J-1 workers, which provided community support to exchange visitors; and Colorado Association of Ski Towns (CAST) Regional Statistical Analysis Project was forwarded to the Board. Town Administrator Report. Town Administrator Machalek recognized the Streets and Parks crews for their work to address runoff related issues which followed recent rains, and commended the Power and Communications for their work in conjunction with the Platte River Power Authority (PRPA) and the Western Area Power Administration (WAPA) to restore power to the Estes Valley on July 27, 2026. Policy Governance Monitoring Report – Policies 3.3, 3.12, and 3.13. Town Administrator Machalek reported full compliance with exception to Policy 3.13 in which partial compliance was reported. Staff achieves compliance with Policy 3.13 through the publication of the organization chart in the ACFR and through the presentation to the Town Board at the meeting directly following the certification of the results of each biennial Town election. The organizational chart was presented at the second Town Board Meeting following the certification of the election, on May 12, 2026. Consent Agenda: 1. Expenditure Approval List - Bills 2. Town Board Meeting and Study Session Minutes dated July 14, 2026 3. Estes Park Planning Commission minutes dated May 19, 2026 and June 16, 2026 (Acknowledgment Only) 4. Resolution 85-26 Intergovernmental Agreement among Owner Communities Tasking Platte River Power Authority with Coordination of Distributed Energy Resource Programs and Projects 5. Resolution 86-26 Intergovernmental Agreements with the Colorado Department of Transportation for NAAPME and MMOF Grant Funds for Moraine Avenue Multimodal Trail Design and Construction, $5,979,039.40, Budgeted 6. Law Enforcement Assistance Fund (LEAF) SFY27 Supplemental Grant Award to Purchase Impaired Driving Enforcement and Education Equipment for the Estes Park Police Department 7. Acceptance of Town Administrator Policy Governance Monitoring Report It was moved and seconded (Eshelman/Brown) to approve the Consent Agenda, and it passed unanimously. DRA F T Board of Trustees – July 28, 2026 – Page 3 Report and Discussion Items (Outside Entities): 1. 2025 Base Funding Report: Salud Family Health. Salud Family Health President and Chief Executive Officer, John Santistevan, presented the 2025 Base Funding Report. Salud Family Health received $30,000 in Base Funding for 2025. Services offered included family medicine and pediatric care, health education, immunizations, pharmacy services, behavioral and psychological assessments and intermediate care, and dental services. During 2025, 1,699 patients were served over 6,194 patient visits. Patient demographics reflected significant economic need: 49% of patients fell at or below the 100% federal poverty level (FPL), 35% between 100% and 200% FPL, and 16% above the 200% FPL threshold. Current challenges faced by the foundation included workforce recruitment and retention, declining Medicaid coverage, changing patient demographics, and stagnant federal grant funding. It was reported that additional funding exceeding $500,000 was secured through community fundraising efforts. Salud Family Health hopes to raise an additional $250,000 for patient programs. Board discussion ensued and has been summarized: Praised President and CEO Santistevan for his hard work and dedication; and questioned whether behavioral health related visits had increased, decreased, or remained stagnant from 2024 to 2025; what trends in patient demographic changes had been observed; whether Salud Family Health’s Estes Park Clinic would achieve financial breakeven in 2026; and whether there was opportunity for financial support from the UCHealth Estes Valley Medical Center. Planning Commission Action Items: 1. Resolution 87-26 Fall River Village II Combined Preliminary/Final Planned Unit Development Plan, Estes Park Housing Authority, Owner/Applicant. Mayor Hall opened the public hearing. Senior Planner Hornbeck reviewed an application submitted by the EPHA for a combined Preliminary/Final Planned Unit Development (PUD) Plan for the upper parcel of the Fall River Village Development. The 3.8-acre parcel contained twenty-four units and an event facility known as SkyView. In a separate application from the PUD, the applicant proposed existing units be subdivided into fourteen (14) townhome lots, one (1) duplex - known as Cliff House, (1) commercial facility, and one (1) eight-plex. Plans for the parcel included sale of the fourteen (14) established townhomes to pay down debt principle on the remaining workforce rental units below, partial conversion of the SkyView to office space and resident storage, and the potential addition of a childcare facility in the duplex adjacent to Skyview. The applicant requested waivers for the required sidewalk along Far View Drive and/or the internal access road connecting and required off-street loading for business and professional offices, warehousing and storage, and daycare. It was noted that the Estes Park Planning Commission had reviewed the application and recommended approval, no disadvantages of approval had been identified, the application complied with all relevant Development Code standards, a special review was not required, no adverse effects to neighboring properties had been identified, and there would be little to no effect on Town finances or resources. It was clarified that Ordinance 11-25 was not applicable, due to state statutes and the fact that the application had been submitted prior to the date Ordinance 11-25 became effective. Public comment ensued and has been summarized: David Shirk/Town Resident disagreed with staff’s assessment that there would be no adverse impacts on the adjacent neighborhood and requested the Board require additional landscape buffering on the North border of the property adjacent to Far View Drive as well as exterior lighting compliant with the Development Code. Kristine Poppitz/County Resident argued that Ordinance 11-25 applied to the application and requested the application be resubmitted accordingly. In addition, Ms. Poppitz sought denial of the applicants’ request to waive sidewalk requirements, advocated for better pedestrian linkage in accordance with the Estes Valley Trails Plan, and requested a trail connecting Far View Lane to West Wonderview Avenue. Pete Levine/EPHA Director of Real Estate explained that lighting and landscaping improvements were planned, and would occur over the next two (2) to three (3) years DRA F T Board of Trustees – July 28, 2026 – Page 4 to disperse expenses. Said improvements included replacement of outdoor lighting fixtures to obtain compliance with the Development Code and the addition of a landscape buffer between Far View Drive and Sunny Acres Court as originally intended on the previous PUD. The EPHA considered existing sidewalks to be suitably connected and noted the Town Board had previously determined that additional pedestrian connectivity was not required. It was clarified that the EPHA did not intend on using SkyView as a permanent office location and asserted that the EPHA did not seek a use that would maximize economic value. The current loan balance on the property totaled roughly twenty-nine (29) million dollars, at 4.8% interest. Current median average monthly income (AMI) for residents was 62%. It was reiterated that the EPHA would need to sell the fourteen (14) proposed townhomes to obtain financial stability and maintain ownership of the rest of the property. The EPHA planned on retaining the eight (8) unit building, SkyView, and the duplex building known as Cliff House. It was noted that two (2) property valuations had taken place, both property valuations landed within one (1) percent of each other. Board discussion ensued and has been summarized: Clarified the purpose of a PUD Plan; expressed concern that hearing both the preliminary and final plats would not allow adequate time for necessary changes; that approval of the application would set poor precedence for the future; questioned the necessity of specifying hours of operation, how resident storage facilities would be installed in SkyView, how best use had been determined, how the required home owners association would be structured and maintained, how storage facilities would be added to the SkyView building, and whether the application should be viewed as a new PUD or a PUD amendment; discussed opportunity for a sidewalk connecting Far View Drive to the lower FRV parcel, and noted the current stairs are not ADA accessible; suggested all nonconforming aspects were preexisting and therefore should be waived; noted constituent interest in the use of 6E funding to supplement a greater portion of the EPHA’s operating deficit to reduce units sold; noted sold units would be allowed to revert back to short-term rental units; acknowledged the EPHA had a fiduciary and moral responsibility to sustain its properties; and debated what details of the PUD were relevant to the Board’s discussion. Mayor Hall closed the public hearing. It was moved and seconded (Igel/Eshelman) to deny Resolution 87-26, and a substitute motion was made. It was then moved and seconded (Hall/Hazelton) to approve Resolution 87-26 with the addition of the following three conditions: Parking shall be managed by the owner’s association to ensure parking is provided in accordance with the approved PUD in a safe manner that does not block emergency access and shall include enforcement of event facility occupancy limits as necessary; conformance to the 2018 landscape plan; and compliance to Estes Park Development Code §7.9 Exterior Lighting, and it failed with Trustees Eshelman, Igel and Mieras voting “No”. Upon failure of the motion, Trustee Igel withdrew his original motion to deny Resolution 87-26. After further discussion, it was moved and seconded (Hall/Hazelton) to continue Resolution 87-26 to the August 11, 2026, Town Board Meeting, and it passed unanimously. 2. Resolution 88-26 Fall River Village II Combined Preliminary Plat, Estes Park Housing Authority, Owner/Applicant. It was moved and seconded (Hall/Brown) to continue Resolution 88-26 to the August 11, 2026, Town Board Meeting, and it passed unanimously. 3. Resolution 89-26 Fall River Village II Combined Final Plat, Estes Park Housing Authority, Owner/Applicant. It was then moved and seconded (Hall/Brown) to continue Resolution 89-26 to the August 11, 2026, Town Board Meeting, and it passed unanimously. DRA F T Board of Trustees – July 28, 2026 – Page 5 Action Items: 1.Resolution 90-26 Supplemental Budget Appropriations #2 to the 2026 Budget Finance Director Zimmerman presented supplemental budget appropriations to provide funding for grant awards, utility capital project closeout, utilization of Police Facility reserve for design costs, interest for Utility deposit refunds, increased expense for write-offs of uncollectible utility accounts, a Fleet utilization study, use of General Fund unassigned fund balance for one-time capital projects, and other mid-year adjustments. The amendment would ensure compliance with budget requirements, maintain reserve balances, and avoid creating ongoing operating costs that exceed revenues. Total appropriations for 2026 increased by $3,752,172. It was noted that a portion of the additional revenue had been generated from stronger than anticipated sales tax revenues. It was moved and seconded (Hazelton/Eshelman) to approve Resolution 90-26, and it passed unanimously. 2.Resolution 73-26 Memorandum of Understanding Between the Town of Estes Park and the Estes Valley Recreation and Park District and Change Order to the 2026 Overlay and Patching Contract with Coulson Excavating. Town Engineer Wittwer recommended the Town enter a Memorandum of Understanding (MOU) with the Estes Valley Recreation and Park District (EVRPD) to coordinate and combine paving and infrastructure improvement projects, in order to reduce costs, as well as approve a change order to the 2026 Overlay and Patching Program with Coulson Excavating Inc. to incorporate EVRPD’s planned improvements at Stanley Park. Staff reported that approval of the change order would streamline the Stanley Park improvements project, prevent overlapping, save tax dollars, and ensure a uniform finish. EVRPD would fund their portion of the project, totaling $1,183,234.10, with $75,000 for contingency. The project would commence mid-September and reach completion around October 31. Board discussion ensued and has been summarized: Expressed enthusiasm about the project; and questioned how parking capacity would be affected during construction; and whether EVRPD would bear financial responsibility should costs exceed the $75,000 contingency. It was moved and seconded (Eshelman/Mieras) to approve Resolution 73-26, and it passed unanimously. 3.Rescheduling the June 22, 2027 Town Board Meeting to June 29, 2027. Town Attorney Kramer proposed the June 22, 2027, meeting be rescheduled to June 29, 2027, to allow the Mayor and Board of Trustees the opportunity to attend the 2027 Colorado Municipal League (CML) Annual Conference being held in Keystone, June 22 through June 25. Board discussion ensued and has been summarized: Trustee Igel expressed concern about rescheduling the meeting for an optional commitment; and Mayor Hall, Mayor Pro Tem Hazelton, and Trustee Mieras expressed interest in attending the conference. It was moved and seconded (Hazelton/Mieras) to reschedule the June 22, 2027 Town Board Meeting to June 29, 2027, and it passed unanimously. Whereupon Mayor Hall adjourned the meeting at 9:39 p.m. Gary Hall, Mayor Sarah Stoddard Cameron, Recording Secretary DRA F T RECORD OF PROCEEDINGS Town of Estes Park, Larimer County, Colorado July 28, 2026 Minutes of a Study Session meeting of the Town Board of the Town of Estes Park, Larimer County, Colorado. Meeting held at Town Hall in the Board Room in said Town of Estes Park on the 28th day of July, 2026. Board: Mayor Hall, Mayor Pro Tem Hazelton, Trustees Brown, Eshelman, Igel, Lancaster, and Mieras Attending: Mayor Hall, Mayor Pro Tem Hazelton, Trustees Brown, Eshelman, Igel, and Mieras Also Attending: Town Administrator Machalek, Deputy Town Administrator Damweber, Attorney Kramer, and Recording Secretary Bramwell Absent: Trustee Lancaster Mayor Hall called the meeting to order at 4:30 p.m. Development Code Update 50% Draft Review. Eric Krohngold and Ketaki Chodke from Design Workshop and Phillip Supino from Headwaters Planning presented an overview of the 50% draft of the Development Code update. The updated Development Code would incorporate modern best practices and development standards, increase efficiency in the development review process, and align development with the Estes Forward Comprehensive Plan. Public outreach included two open houses, multiple pop-up events, a community-wide survey, several public dialogues, and two public deliberations. Feedback received to date included providing clear and consistent criteria for when a development plan is required, to differentiate requirements for low-impact or small-scale projects and larger projects, and to streamline review procedures. Modifications to zoning standards of 10% to 24% would be considered by the Planning Commission and modifications 25% or greater would be considered by the Town Board. Potential updates were considered for the Final Plat, Minor Subdivisions, PUD Final Plan, Special Review Uses, and Location and Extent Review procedures. Three new zoning districts were introduced: a Mixed-Use (MU) district for medium to high-density development to blend residential, commercial, and complementary civic uses along major corridors; a Public Facilities (PF) district for government buildings, parks, and schools; and an Open Space and Natural Areas (OS) district for open space and recreation land. Additional housing typologies were introduced, including Cottage Clusters and Tiny Homes. Increased density would be permitted in Residential Multi-Family (RM) and Mixed-Use (MU) zone districts. The entire town would be designated as a Wildlife and Habitat Protection Area, necessitating a Wildlife Conservation Plan for most new developments. The Tree Protection and Landscaping section aligned with the Colorado Wildfire Resiliency Code, as adopted by the Town and Estes Valley Fire Protection District (EVFPD) in 2026. Design Guidelines would apply to new developments and allow for flexibility while regulating parking for commercial and multi-family developments, building height, and outdoor lighting. The sign code from the Municipal Code would be integrated into the Development Code, with standards added for additional types of signs. The updated Development Code was scheduled to be adopted in the fourth quarter of 2026. Board comments and questions have been summarized: Asked about applying density bonuses to additional residential zones beyond RM and the proposed MU district, Krohngold stated it would be considered based on the Board’s direction and Supino noted a strong split in the community between affordable housing advocates desiring increased density and existing residents of single-family neighborhoods wishing to maintain the current neighborhood densities; suggested expanding permitted commercial use in accommodation districts; suggested permitting day care centers in other zones in addition to RM; asked about the difference between conditional and special use permits, Krohngold explained conditional use permits allow for slight deviations from the zoning use that do not impact surrounding properties and would be approved or denied administratively by Town staff, special use permits were for uses DRA F T RECORD OF PROCEEDINGS Town Board Study Session Minutes dated July 28, 2026 – Page 2 that may impact surrounding properties and would be approved or denied by the Planning Commission or the Town Board, Ghodke noted the current code did not include conditional use permits; requested a table listing the changes in the draft code update from the existing code; thanked the consultants for their work and community outreach efforts; asked if input was sought from local planners, architects, and engineers, the consultants confirmed focus groups were conducted that included professionals who may be impacted by the update; asked about the impact of designating the entire town as a Wildlife and Habitat Protection Area, the consultants noted many areas of town were classified as a Wildlife and Habitat Protection Area in the existing code and expanding the designation to the entire town would streamline the development process for developers; asked how wildfire mitigation and water use were considered in the landscaping design guidelines, the consultants stated the Colorado Wildfire Resiliency Code was referenced in the updated Development Code and the design guidelines included plant recommendations and xeriscaping options; recommended flexible lighting standards; asked about permitting feather flags in the signage guidelines, Design Workshop stated the current draft maintained existing standards for feather flags; asked the extent to which the draft deviates from the current code, stated the updates do not differ dramatically; asked about the extent to which the updated Development Code prepares the Town for the future, Design Workshop stated it provides opportunities to modify the code, sets standards for commercial entities, and would be a tool to deliver on public policy as set by the Board; clarified the distinction in process between lot splits and subdivision plats; and complemented the tone of the draft code. Rebecca Urquhart/Town resident complemented Design Workshop for their work on the draft code. She recommended Design Workshop seek feedback from developers, engineers, land use attorneys, and other interested parties with experience utilizing and developing land use codes. She stated the change to allow for quarter-acre lots in E and E-1 districts would not be a significant change from the existing half-acre minimum lot size. Kristine Poppitz/County resident encouraged the Board to minimize staff-level administrative decisions to maintain citizen involvement in land use decisions. She referenced Ballot Initiative 300 and their involvement in the Development Code rewrite process as evidence residents desire to be involved in land use decisions. She stated the change to allow for quarter-acre lots in E and E-1 districts would be a significant change from the existing half-acre minimum lot size. She stated preference for properties to go through the existing rezoning process to maximize input from residents. Public Safety Facility Financing. Director Fetherston presented an overview of the need for a new public safety facility, stating there had been no significant capital improvements since 1974, when the school building built in the 1930s was converted to the police department facility. The space was beyond its useful life. Key deficiencies included a lack of secure parking separated from visitors, inadequate physical controls to transfer arrestees from vehicles to the holding cells, inadequate secure and integrated evidence storage, and the lack of integrated dispatch and response functions. The preferred site was approved by the Town Board in March 2026. It was 3.9 acres of Town-owned non-deed property on the northwest side of Community Drive and Manford Avenue. The proposed facility would be approximately 30,000 square feet, an increase from the existing 7,000 square foot space. It would potentially displace some of the stall barns at the Events Complex. Grant funding included a United States Department of Agriculture (USDA) grant award for $1,000,000 pending Town Board action on the agreement; $100,000 award from the Colorado Department of Local Affairs (DOLA) for design services which required a $100,000 local match and would be brought to the Town Board for action in August; $3,000,000 of Congressionally Directed Spending to relocate and reconstruct the displaced barns pending Federal Appropriations Committee action. Construction of the public safety facility would begin in late 2027 or 2028, dependent on funding. Director Zimmerman presented funding options for the public safety facility and asked for the Board’s feedback on a preferred funding mechanism and timeline. The Estes DRA F T RECORD OF PROCEEDINGS Town Board Study Session Minutes dated July 28, 2026 – Page 3 Valley Fire Protection District (EVFPD) continues to evaluate a ballot initiative in November 2026 to enable EVFPD to collect a half cent sales tax to fund operations in lieu of 7% of sales tax collected by the Town annually. The Town could then redirect the sales tax revenue to the construction of the public safety facility. Director Zimmerman recommended financing the construction of the public safety facility with certificates of participation (COPs), a tax-exempt lease financing tool local governments typically use to construct essential public facilities. The facility itself would serve as collateral. This funding mechanism would not require voter approval, and therefore, could be implemented quickly. It would also preserve the Town’s debt capacity because it would not be classified as long-term debt. Compared to a voter approved sales tax that would create a dedicated revenue source, COPs have a slightly higher interest rate and insurance cost because of the risk of the municipality determining it does not have enough budget to make a service payment. Three scenarios were presented to fund the public safety facility using COPs. The first option was a debt amount of $31,860,000 at an interest rate of 5%, the second was a debt amount of $31,080,000 at an interest rate of 5.25%, and the third was a debt amount of $31,860,000 at an interest rate of 5.25%. These financing options estimate a total project cost of $34,500,000 with an interest rate of 5.0-5.25% for a term of 30 years. Sources of funding included $1,280,000 from sales tax revenue currently allocated to the EVFPD and $1,500,000 of Town reserves in addition to grants from the USDA and DOLA. In addition, in 2028 $517,272 per year would be available from the completion of COP payments for the Event Center and in 2033 $399,932 per year would be available from the maturity of the lease for the Parking Garage. With these funding streams, the Town would not need to ask the voters to approve additional sales tax to fund the public safety facility. The final public safety facility financing plan would be presented to the Town Board in the second quarter of 2027. Board comments and questions have been summarized: Asked if there were any second party approval requirements, staff stated the only external requirements are from grant providers and the USDA grant required an architectural and environmental review for the project; questioned if the estimated total cost included necessary public safety equipment, staff stated it included all furniture, fixtures, and equipment, a wayfinding package, and the current dispatch consoles would be used in the new building; asked about financing options if the EVFPD did not begin collecting its own sales tax, Town Administrator Machalek stated in that event staff would identify new options for the Board’s consideration, including the Town seeking a sales tax dedicated to funding the public safety facility; discussed the Board’s lack of intent to cease allocating funds to the EVFPD should it not collect its own sales tax; asked about the revenue stabilization fund, Director Zimmerman stated increasing the revenue stabilization fund would reduce the Town’s credit risk when analyzed by bond rating agencies, Town Administrator Machalek stated the Finance Department would later present an analysis of the cost effectiveness of supplementing the revenue stabilization fund to achieve a maximum bond rating of AA+ compared to directing those funds to the down payment to reduce the amount borrowed; and questioned the likelihood of achieving an A+ bond rating and alternatives, Director Zimmerman stated the Town would likely achieve the A+ rating and estimating future interest rates would be challenging. Trustee and Administrator Comments and Questions. Trustee Brown requested the Town Board consider waiving the conditions of the Restrictive Use Covenant on Lot 4, Stanley Historic District to the extent of the proposed temporary use by the Stanley Partnership for Art Culture and Education, LLC (SPACE). Board discussion has been summarized: expressed agreement for further discussion of the waiver; expressed concern of the lack of timeliness of communication from Town staff to the Board; expressed trust in Town staff and Board operations and conduct; Mayor Pro Tem Hazelton stated disagreement that the item should be brought before the Board for further consideration after the discussion at the July 14, 2026 meeting; and discussed options to bring this item to the Board for further consideration. Town Administrator Machalek stated staff would work with SPACE to draft an agreement permitting SPACE to utilize a portion of Lot 4 for customer parking for the Board’s consideration. He also stated every Town staff member involved had worked DRA F T RECORD OF PROCEEDINGS Town Board Study Session Minutes dated July 28, 2026 – Page 4 transparently to provide the Board with the best information possible and there were no understandings between staff and SPACE beyond what was in the public record and the Covenant. Future Study Session Agenda Items. The Seasonal Housing Issues study session on September 8, 2026 was amended to Housing Issues: Seasonal Workforce and Seniors. The FEMA Floodplain Map Adoption Process was scheduled for August 11, 2026 and the Parks and Open Space Master Plan was scheduled for August 25, 2026. It was requested to discuss permitting feather flags in the Development Code update. It was requested to discuss Future Fourth of July Fireworks at an unscheduled study session. There being no further business, Mayor Hall adjourned the meeting at 6:39 p.m. ___________________________________ Stephanie Bramwell, Recording Secretary DRA F T The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo Through: Town Administrator Machalek From: Derek Pastor, Project Manager Department: Internal Services Date: August 11, 2026 Subject: Resolution 55-26 Contract with Kinley Built for the Design and Construction of a New Storage Building at the Events Center Complex, $424,350 – Budgeted Type: Contract/Agreement, Resolution Objective: To provide a new approximately 4,000 sq. ft. storage building to replace the existing structure at the Events Center Complex. This project includes structural and civil engineering of the new building as well as construction. Present Situation: The current storage building at the Events Center is approximately 1,600 sq. ft. and also serves as the maintenance shop for Events Center staff. It no longer serves adequate storage capabilities, resulting in materials being stored outside, as well as unsafe conditions inside the building. Overflow storage is kept at the Fish Hatchery site which poses its own logistical constraints. Funding for a new storage building in the amount of $479,973 was approved in the 2024 Capital Improvement Pan. With the assistance of the project manager, an Invitation to Bid was advertised on March 10, 2026. 11 contractors attended the mandatory pre-bid meeting. Six proposals were received; only four of those were qualified. Attached are the bid summaries and comparisons. Based on the evaluations of the qualified proposals, conversations with the contractors, internal discussions with the Internal Services, Events Center and Finance Directors, staff is recommending Kinley Built to perform this work. The original scope of work for this project was to demolish the existing building and construct a new 5,000 sq. ft building. Beyond the design and construction costs were several additional considerations that made this project scope cost prohibitive (See EC Project Options, attached). Working with Director Hinkle and Kinley Built, an alternative was selected. In order to fund the alternative plan, an additional $60,000 for the project was appropriated by the Town Board in the Fiscal Year 2026 second budget amendment during the July 28, 2026, regular meeting. Choosing this new site will have multiple benefits, including: • Keeping the existing maintenance building that will be used solely for the maintenance needs once the items currently being stored are relocated. • Several of the additional expenses from the original scope will not be necessary. • A smaller building dedicated to storage helps to lower the overall project costs and still meet the needs of the Event Center staff. Proposal: To consider authorizing the Mayor to sign the contract with Kinley Built for design and construction services for the Events Center Storage Building. Advantages: This new building will provide: • The Events Center staff more capacity for storing materials and equipment for the various events held at the complex. • Improved safety and security to that building and its contents. • More accessibility to this building with additional overhead doors. Disadvantages: • Although this new building is expensive, the design and construction is within the approved budget • Construction will be disruptive to that Events Center staff, however, this work is strategically planned during the off-season of events to minimize the inconvenience. Action Recommended: Staff recommends Town Board approval of the contract with Kinley Built for design and construction services for the Events Center Storage Building. Finance/Resource Impact: The originally approved budget for this project was $479,973. On July 28, 2026 an additional $60,000 was approved through the Budget Amendment #2 process, for a revised project budget of $539,973. The funds will come from account 30404000- 532210 (Capital-New Buildings). Level of Public Interest: The public interest in this project is expected to be low. Sample Motion: I move to approve/ deny adoption of Resolution 55-26. Attachments: 1. Resolution 55-26 2. Construction Contract with Kinley Built 3. Bids Summary and Comparison 4. EC Project Options 5. EC Site Options 6. Link to Design and Construction Services Invitation to Bid 7. Link to Proposal from Kinley Built 8. Link to Proposal from TCC Corporation RESOLUTION 55-26 APPROVING A CONSTRUCTION CONTRACT WITH KINLEY BUILT FOR DESIGN AND CONSTRUCTION OF A NEW EVENTS CENTER STORAGE BUILDING WHEREAS, the Town Board wishes to enter into a construction contract referenced in the title of this resolution for a new storage building at the Events Center complex; and WHEREAS, the cost of the contract with Kinley Built is $424,350; and WHEREAS, the Board intends to authorize the Internal Services Director to sign, without additional Board action, change orders that total up to but do not exceed twenty percent of the construction contract value ($84,870) within the project budget. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the construction contract referenced in the title of this resolution in substantially the form now before the Board. The Board authorizes the Internal Services Director to spend up to $509,220 under this contract. DATED this ______ day of __________________, 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk Attachment 1 Attachment 2 Town of Estes Park Proposal Summary Project: Events Center Metal Storage Building Date: April 2, 2026 Project Budget: Vendor on Based Bid Proposal Cost on Project Duration Cumulative Ranking (*) Project Duration (days) Base Bid Amount Base Bid + Alternates % to Budget Baker Builders 4 3 4 90 days $674,838.00 $674,838.00 144% Buildings By Design 3 1 3 60 days $561,716.00 $561,716.00 120% Kinley Built 1 2 1 70 days $424,350.00 $424,350.00 90% TCC Corporation 2 1 2 60 days $449,233.00 $449,233.00 96% Average Duration Average Cost Average Cost 70 days $527,534.25 $527,534.25 * Cumulative Ranking Based on Proposal Cost, Project Duration, Qualifications, and Experiences Notes/Comments: Baker Builders - Based in Frederick, CO, 20 yrs in business. Detailed proposal, company profile, extensive experience with PEMB construction. Proposal exclusions: bonds, insurance, automatic overhead doors, bollards Buildings By Design - Based in Brush, CO, 22 yrs experience. Relevant similar scope and budget projects provided. No proposal exclusions Kinley Built - Based in Estes Park, CO, 11 yrs experience. Relevant similar scope and budget projects provided after second request. No proposal exclusions TCC Corp - Based in Loveland, CO, 26 yrs in business. Relevant similar scope and budget projects provided. No proposal exclusions Attachment 3 Events Center Metal Storage Building Additional Expenses Option #1 (original SOW) Option #1 Option #2 $124k OVER original budget Original Approved Budget:$479,973 $479,973 $55,000 in contigency (10% of total project cost) Design and Construction $424,350 $415,000 5,000 sq ft building (70 x70) Contingency (10%)$42,435 $41,500 Fire hydrant relocation TOTAL:$466,785 $456,500 Tap fees for new plumbing Soils and concrete materials testing Additional Services Option #1 Option #2 Vendor MEP design services Fire Hydrant Relocation $25,000 $0 TOEP Electrical L&M Installation Water tap fees $10,000 $10,000 TOEP Plumbing L&M Installation Soils and Materials Testing $21,650 $10,000 GROUND Eng ($10k materials testing; $11,650 soils testing) Demo of existing building MEP Engineering Services $8,000 $8,000 Bowman Engineering Storage unit (4 month rental) Electrical Installation (L&M)$10,000 $10,000 Preliminary estimates. Need design to get actual numbers Plumbing Installation (L&M)$6,000 $6,000 Preliminary estimates. Need design to get actual numbers Option #2 (new location) Permits $11,000 $11,000 Preliminary estimates. Need design to get actual numbers $37,000 OVER original budget Demo $31,000 $0 TCC Corp $47,000 in contingency (10% of total project cost) Storage Conex $2,000 $0 United Rentals 4,000 sq ft building (50 x 80) Contingency (10%)$12,465 $5,500.0 New site, no demo of existing building or storage unit needed ADDITIONAL SERVICES TOTAL:$137,115 $60,500 No relocation of fire hydrant Concrete footers, foundation wall, concrete slab Option #1 Option #2 Plumbing engineering, materials/labor installation Revised Budget:$603,900 $517,000 -Utility sink, hose bib, full length trench drain -Tap fees Relocation of existing water line Materials Testing, no soils testing Electrical design/engineering services Electrical labor and materials installation Attachment 4 Events Center Storage Building Site Options New site location Original site location Attachment 5 OPTION #1 (Original SOW) • 5,000 sq ft building (70 x70) • Fire hydrant relocation • Tap fees for new plumbing • Soils and concrete materials testing • MEP design services • Electrical L&M Installation • Plumbing L&M Installation • Demo of existing building • Storage unit (4 month rental) Hay Barn OPTION #2 • 4,000 sq ft building (50 x 80) • New site, no demo of existing building or storage unit needed • No relocation of fire hydrant • Concrete footers, foundation wall, concrete slab • Plumbing engineering, materials/labor installation o Utility sink, hose bib, full length trench drain o Tap fees • Relocation of existing water line • Materials Testing, no soils testing • Electrical design/engineering services • Electrical labor and materials installation The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Paul J. Fetherston, Internal Services Director Laura Blevins, Grant Specialist Derek Pastor, Project Manager Department: Internal Services Date: August 11, 2026 Subject: Resolution 92-26 State of Colorado Department of Local Affairs Energy Mineral Impact Assistance Fund Grant in the amount of $100,000 Toward the Design of a New Public Safety Facility Type: Resolution Objective: To seek Town Board acceptance of the Colorado Department of Local Affairs (DOLA) Energy/ Mineral Impact Assistance Fund Grant for the Estes Park Police Department/ New Public Safety Facility Design Present Situation: The EIAF grant program provides support to municipalities that are socially and/ or economically impacted by the development, processing, or energy conversion of minerals and mineral funds. The program is administered by DOLA with a focus on promoting sustainable community development, and increasing livability and resilience of communities through strategic investments in asset building activities. In the past, the EIAF grant program has funded a diverse portfolio of municipal projects across Colorado such as waterline extensions, water tank and well improvements, police department renovations and construction, community center planning and design, and comprehensive plan updates. The Town staff completed and submitted a grant application seeking funds to support the design of the new public safety facility by the February 13, 2026 deadline. During its March 10, 2026 Regular Meeting, the Town Board adopted a resolution authorizing the Mayor to sign a letter in support of the Town’s application for funding through the DOLA’s EIAF grant program. In May, the Town was notified that its application for grant funding was approved in the amount of $100,000 with a local match requirement of $100,000. The Town has the local matching funds currently in place. With regard to this DOLA grant, the State unilaterally issues the contract without requirement for Town signature. The contract has been reviewed by the Town Attorney and the attached agreement reflects the form to which is legally approved. Proposal: In order to support the Town in the costs associated with the design of the new public safety facility, Town Board authorization to accept the grant is requested. The funding will assist the Town in leveraging local funds needed to support the overall project. While this is a unilateral contract through the State of Colorado, the obligations placed on the Town through the contract warrant acceptance by the Town Board. Advantages: • Leverages local investments with State grant funding, providing $100,000 which doubles the resources available for the facility design effort. • Reduces the financial burden on local taxpayers by securing State assistance for a critical phase of the project • Positions the Town to compete for potential future construction grant and funding opportunities as funding programs often require completed design and planning documents. Disadvantages: • Requires a local financial commitment of $100,000 to satisfy the grant match requirement. The local funding is already in place. • Requires staff time and administrative resources to manage grant compliance, reporting requirements, procurement processes, and project oversight. Action Recommended: Authorize the acceptance of the DOLA EIAF grant for the new public safety facility in the amount of $100,000. Finance/Resource Impact: Requires a local match in the amount of $100,000 which is already budgeted Level of Public Interest: There is public interest in the use of funding to support the design and eventual construction of a new public safety facility. Sample Motion: I move for the approval/denial of Resolution 92-26. Attachments: 1.Resolution 92-26 2.DOLA Grant Agreement RESOLUTION 92-26 ACCEPTANCE OF THE STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS ENERGY/ MINERAL IMPACT ASSISTANCE FUND GRANT IN THE AMOUNT OF $100,000 FOR THE ESTES PARK POLICE DEPARTMENT/ NEW PUBLIC SAFETY FACILITY DESIGN WHEREAS, the Town Board has identified the need to plan and design a new public safety facility to address operational requirements for the provision of public safety services; and WHEREAS, the State of Colorado Department of Local Affairs (DOLA) Energy/ Mineral Impact Assistance Fund (EIAF) grant program has awarded the Town $100,000 to support the design and planning of a new public safety facility; and WHEREAS, the grant requires the Town to provide a local match in the amount of One Hundred Thousand Dollars ($100,000); and WHEREAS, acceptance of the grant will help support the funding necessary to complete professional architectural, engineering, and planning service associated with the design of the proposal facility; and WHEREAS, the Town Board finds that acceptance of the grant and provision of the required local match are in the best interests of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: Section 1. The Town Board accepts the DOLA EIAF grant award in the among of One Hundred Thousand Dollars ($100,000) for the design of a new public safety facility subject to any and all Town financial obligations being contingent on annual appropriations. Section 2. The Town Board authorizes the expenditure of Town funds in the amount of One Hundred Thousand Dollars ($100,000) to satisfy the grant’s local match requirement. Section 3. Town staff is authorized to undertake all actions necessary to comply with grant requirements. Section 4. This Resolution shall take effect immediately upon adoption. DATED this day of , 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: ________________ Town Attorney Attachment 1 State of Colorado Intergovernmental Grant Agreement Summary of Terms and Conditions State Agency DEPARTMENT OF LOCAL AFFAIRS (DOLA) Grantee Town of Estes Park Project Number and Name EIAF-26-194 - Estes Park Public Safety Facility Design DLG Portal Number EIAF-26-194 CMS Number 209632 Grant Award Amount $100,000.00 Retainage Amount $5,000.00 Funding Account Codes Phase Code VCUST# VC00000000014197 Address Code CN003, EFT Performance Start Date The later of the Effective Date or June 18, 2026 Grant Expiration Date May 31, 2028 DOLA Regional Manager Chris La May, (970) 679-7679, (chris.la.may@state.co.us) DOLA Regional Assistant Rebecca Buxton, (720) 682-3864, (rebecca.buxton@state.co.us) Program Name Energy & Mineral Impact Assistance Program ( ) Agreement Authority Authority to enter into this Grant exists in C.R.S. 24-32-106 and 29-3.5-101 and funds have been budgeted, appropriated and otherwise made available pursuant to C.R.S. 34-63-101, et seq. (through Colorado’s Mineral Leasing Fund) and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. This Intergovernmental Grant Agreement is funded, in whole or in part, with Federal funds (CFDA 15.437). Grant Purpose/Project Description The Project consists of architectural/engineering Design for a Public Safety Facility in the Town of Estes Park, Colorado. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF CTGG1 202600003799 FM26F4 Attachment 2 Version: 11/2024 Exhibits and Order of Precedence The following Exhibits and attachments are included with this Agreement: 1. Exhibit B, Scope of Project 2. Exhibit G, Sample Option Letter In the event of a conflict of inconsistency between this Agreement and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: 1. Colorado Special Provisions in §18 of the main body of this Agreement 2. Any properly executed Option Letter or Amendment 3. The provisions of the other sections of the main body of this Agreement 4. Exhibit B, Scope of Project 5. Exhibit E, PII Certification Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 Version: 11/2024 Signature Page The Signatories Listed Below Authorize this Grant DEPARTMENT OF LOCAL AFFAIRS PROGRAM REVIEWER _______________________________________ By: Angie Cue, EIAF Program Manager Date: _______________________ STATE OF COLORADO Jared S. Polis, Governor DEPARTMENT OF LOCAL AFFAIRS Maria De Cambra, Executive Director _______________________________________ By: Maria De Cambra, Executive Director Date: _______________________ Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 6/23/2026 | 11:45 AM PDT 6/27/2026 | 7:00 PM MDT EIAF-26-194 Version: 11/2024 In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate (the “Effective Date”). STATE CONTROLLER Robert Jaros, CPA, MBA, JD ______________________________________________ Name: Controller Delegate ______________________________________________ Signature: Controller Delegate Effective Date______________________ Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 6/29/2026 | 7:23 PM MDT Caleb Vester EIAF-26-194 1 of 19 Version: 11/2024 1. Grant As of the Performance Start Date, the State Agency shown on the Summary of Terms and Conditions page of this Intergovernmental Grant Agreement (the “State”) hereby obligates and awards to Grantee shown on the Summary of Terms and Conditions page of this Intergovernmental Grant Agreement (the “Grantee”) an award of Grant Funds in the amounts shown on the Summary of Terms and Conditions page of this Intergovernmental Grant Agreement. By accepting the Grant Funds provided under this Intergovernmental Grant Agreement, Grantee agrees to comply with the terms and conditions of this Intergovernmental Grant Agreement and requirements and provisions of all Exhibits to this Intergovernmental Grant Agreement. 2. Term A. Initial Grant Term and Extension The Parties’ respective performances under this Intergovernmental Grant Agreement shall commence on the Performance Start Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Intergovernmental Grant Agreement. Upon request of Grantee, the State may, in its sole discretion, extend the term of this Intergovernmental Grant Agreement by providing Grantee with an updated Intergovernmental Grant Agreement or an executed Option Letter showing the new Grant Expiration Date. B. Early Termination in the Public Interest The State is entering into this Intergovernmental Grant Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Intergovernmental Grant Agreement ceases to further the public interest of the State or if State, Federal or other funds used for this Intergovernmental Grant Agreement are not appropriated, or otherwise become unavailable to fund this Intergovernmental Grant Agreement, the State, in its discretion, may terminate this Intergovernmental Grant Agreement in whole or in part by providing written notice to Grantee that includes, to the extent practicable, the public interest justification for the termination. If the State terminates this Intergovernmental Grant Agreement in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Intergovernmental Grant Agreement that corresponds to the percentage of Work satisfactorily completed, as determined by the State, less payments previously made. Additionally, the State, in its discretion, may reimburse Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 2 of 19 Version: 11/2024 Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this Intergovernmental Grant Agreement that are incurred by Grantee and are directly attributable to the uncompleted portion of Grantee’s obligations, provided that the sum of any and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This subsection shall not apply to a termination of this Intergovernmental Grant Agreement by the State for breach by Grantee. C. Reserved. 3. Definitions The following terms shall be construed and interpreted as follows: A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. Reserved. C. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or suspended under §24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment or suspension shall constitute a breach. D. “Budget” means the budget for the Work described in Exhibit B. E. “Business Day” means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S. F. Reserved. G. “CORA” means the Colorado Open Records Act, §§24-72-200.1 et seq., C.R.S. H. Reserved. I. “Grant” or “Grant Agreement” or “Intergovernmental Grant Agreement” means this agreement which offers Grant Funds to Grantee, including all attached Exhibits, all Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 3 of 19 Version: 11/2024 documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. J. “Grant Funds” or “Grant Award Amount” means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Intergovernmental Grant Agreement. K. “Grant Expiration Date” means the Grant Expiration Date shown on the Summary of Terms and Conditions page of this Intergovernmental Grant Agreement. Work performed after the Grant Expiration Date is not eligible for reimbursement from Grant Funds. L. “Effective Date” or “Performance Start Date” means the Performance Start Date shown on the first page of this Intergovernmental Grant Agreement. Work performed prior to the Effective Date is not eligible for reimbursement from Grant Funds. M. “Exhibits” means the exhibits and attachments included with this Grant as shown on the Summary of Terms and Conditions page of this Intergovernmental Grant Agreement. N. “Extension Term” means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Intergovernmental Grant Agreement, an Amendment, or an Option Letter. O. Reserved. P. Reserved. Q. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this Intergovernmental Grant Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection with the Services. R. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. S. “Initial Term” means the time period between the initial Performance Start Date and the initial Grant Expiration Date. T. “Party” means the State or Grantee, and “Parties” means both the State and Grantee. U. Reserved. V. “PII” means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name, social security number, date and place of Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 4 of 19 Version: 11/2024 birth, mother’s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101 C.R.S. “PII” shall also mean “personal identifying information” as set forth at § 24-74-102, et. seq., C.R.S. W. Reserved. X. Reserved. Y. “Services” means the services to be performed by Grantee as set forth in this Intergovernmental Grant Agreement, and shall include any services to be rendered by Grantee in connection with the Goods. Z. “State Confidential Information” means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. AA. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a) C.R.S. BB. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. CC. “State Records” means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. Reserved. EE. “Subcontractor” means third-parties, if any, engaged by Grantee to aid in performance of the Work. “Subcontractor” also includes sub-grantees. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 5 of 19 Version: 11/2024 FF. Reserved. GG. Reserved. HH. Reserved. II. “Work” means the delivery of the Goods and performance of the Services described in this Intergovernmental Grant Agreement. JJ. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. “Work Product” does not include any material that was developed prior to the Performance Start Date that is used, without modification, in the performance of the Work. Any other term used in this Intergovernmental Grant Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 4. Statement of Work Grantee shall complete the Work as described in this Intergovernmental Grant Agreement and in accordance with the provisions of Exhibit B. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Intergovernmental Grant Agreement. 5. Payments to Grantee A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Grant that exceeds the Grant Amount shown on the first page of this Intergovernmental Grant Agreement. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. The State shall not be liable to pay or reimburse Grantee for any Work performed or expense incurred before the Performance Start Date or after the Grant Expiration Date. i. The State may increase or decrease the Grant Award Amount by providing Grantee with an updated Intergovernmental Grant Agreement or an executed Option Letter showing the new Grant Award Amount. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 6 of 19 Version: 11/2024 B. Reserved. C. Matching Funds Grantee shall provide the Other Funds amount shown on the Project Budget in Exhibit B (the “Local Match Amount”). Grantee shall appropriate and allocate all Local Match Amounts to the purpose of this Intergovernmental Grant Agreement each fiscal year prior to accepting any Grant Funds for that fiscal year. Grantee does not by accepting this Intergovernmental Grant Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Intergovernmental Grant Agreement is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Grantee’s laws or policies. D. Reimbursement of Grantee Costs Upon prior written approval, the State shall reimburse Grantee’s allowable costs, not exceeding the maximum total amount described in this Intergovernmental Grant Agreement for all allowable costs described in this Intergovernmental Grant Agreement and shown in the Budget in Exhibit B. Upon request of the Grantee, the State may, without changing the maximum total amount of Grant Funds, adjust or otherwise reallocate Grant Funds among or between each line of the Budget by providing Grantee with an executed Option Letter or formal amendment. The State shall only reimburse allowable costs if those costs are: (i) reasonable and necessary to accomplish the Work and for the Goods and Services provided; and (ii) equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by Grantee that reduce the cost actually incurred). E. Close-Out and Deobligation of Grant Funds. Grantee shall close out this Grant within 90 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Intergovernmental Grant Agreement and Grantee’s final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. Any Grant Funds remaining after submission and payment of Grantee’s final reimbursement request are subject to deobligation by the State. F. Erroneous Payments. The State may recover, at the State’s discretion, payments made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments, and Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 7 of 19 Version: 11/2024 unexpended or excess funds received by Grantee. The State may recover such payments by deduction from subsequent payments under this Intergovernmental Grant Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. 6. Reporting - Notification A. Performance and Final Status Grantee shall submit all financial, performance and other reports to the State no later than the end of the close-out period described in §5.E. B. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting this Award. 7. Grantee Records A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to this Grant for a period of three years following the completion of the close out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee’s office or place of business, unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State. B. Monitoring The State will monitor Grantee’s performance of its obligations under this Intergovernmental Grant Agreement using procedures as determined by the State. The State shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not unduly interfere with Grantee’s performance of the Work. C. Final Audit Report Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 8 of 19 Version: 11/2024 Grantee shall comply with all State and federal audit requirements. Grantee shall provide copies of audits to the State upon request. 8. Confidential Information-State Records A. Confidentiality Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not, without prior written approval of the State, use for Grantee’s own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Intergovernmental Grant Agreement. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. If Grantee or any of its Subcontractors will or may receive the following types of data, Grantee or its Subcontractors shall provide for the security of such data according to the following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information attached to this Grant as an Exhibit, if applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business Associate Agreement attached to this Grant, if applicable. Grantee shall immediately forward any request or demand for State Records to the State’s principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Intergovernmental Grant Agreement. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 9 of 19 Version: 11/2024 Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure restrictions to the State upon request. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Grant, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. E. Safeguarding PII If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Grantee, including, but not limited to, Grantee’s employees, agents and Subcontractors, agrees not to share any PII with any third parties for the purpose of investigating for, participating in, cooperating Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 10 of 19 Version: 11/2024 with, or assisting with Federal immigration enforcement. If Grantee is given direct access to any State databases containing PII, Grantee shall execute, on behalf of itself and its employees, the certification attached hereto as Exhibit E on an annual basis. Grantee’s duty and obligation to certify as set forth in Exhibit E shall continue as long as Grantee has direct access to any State databases containing PII. If Grantee uses any Subcontractors to perform services requiring direct access to State databases containing PII, the Grantee shall require such Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the Subcontractor has access to State databases containing PII. 9. Conflict of Interest Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Grant. Grantee acknowledges that, with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State’s interests and absent the State’s prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee’s obligations under this Grant. If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State’s consideration. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S. with regard to this Grant. 10. Insurance Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 11. Breach of Agreement In the event of a breach of Agreement, the aggrieved Party shall give written notice of breach of agreement to the other party. If the notified party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §12 for that party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 11 of 19 Version: 11/2024 immediately terminate this Agreement in whole or in part or institute any other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of the date that the debarment or suspension takes effect. 12. Remedies A. State’s Remedies In addition to any remedies available under any Exhibit to this Grant Agreement, if Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. I. Termination for Breach In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Additionally, if Grantee fails to comply with any term or condition of this Award, then the State may, in its discretion, terminate this entire Agreement or any part of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if any. The State may also terminate this Grant Agreement at any time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work without intent to resume performance, prior to the completion of the Work. a. Obligation and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement’s terms. At the request of the State, Grantee shall assign to the State all of Grantee’s rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee but in which the State has an interest. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 12 of 19 Version: 11/2024 At the State’s request, Grantee shall return materials owned by the State in Grantee’s possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State’s request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Grantee was not in breach or that Grantee’s action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.B. c. Damages and Withholding Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for any damages sustained by the State in connection with any breach by Grantee, and the State may withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due Grantee as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. II. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the performance schedule. Grantee shall promptly cease performing Work and incurring costs Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 13 of 19 Version: 11/2024 in accordance with the State’s directive, and the State shall not be liable for costs incurred by Grantee after the suspension of performance. b. Withhold Payment Withhold payment to Grantee until Grantee corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal of any of Grantee’s employees, agents, or subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State’s best interest. e. Intellectual Property If any Work infringes, or if the State in its sole discretion determines that any Work is likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as approved by the State (i) secure that right to use such work for the State and Grantee; (ii) replace the work with non-infringing work or modify the work so that it becomes non- infringing; or, (iii) remove any infringing work and refund the amount paid for such work to the State. B. Grantee’s Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available at law and equity. 13. Dispute Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 14 of 19 Version: 11/2024 writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 14. Notices and Representatives Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Intergovernmental Grant Agreement shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §14. 15. Rights in Work Product and Other Information Grantee hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and otherwise exploit all intellectual property created by Grantee or any Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to this Grant. 16. Governmental Immunity Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions, committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b); and the State’s risk management statutes, §§24-30-1501, et seq., C.R.S. No term or condition of this Intergovernmental Grant Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. 17. General Provisions A. Assignment Grantee’s rights and obligations under this Grant are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by the State shall be subject to the provisions of this Intergovernmental Grant Agreement. B. Captions and References Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 15 of 19 Version: 11/2024 The captions and headings in this Intergovernmental Grant Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Intergovernmental Grant Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. C. Entire Understanding This Intergovernmental Grant Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Intergovernmental Grant Agreement. D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Intergovernmental Grant Agreement, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in either an option letter or a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. E. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Intergovernmental Grant Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Performance Start Date. Grantee shall strictly comply with all applicable Federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. Digital Signatures If any signatory signs this agreement using a digital signature in accordance with the Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Contract by reference. G. Severability Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 16 of 19 Version: 11/2024 The invalidity or unenforceability of any provision of this Intergovernmental Grant Agreement shall not affect the validity or enforceability of any other provision of this Intergovernmental Grant Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. H. Survival of Certain Intergovernmental Grant Agreement Terms Any provision of this Intergovernmental Grant Agreement that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described above, this Intergovernmental Grant Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. J. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Intergovernmental Grant Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. K. Accessibility i. Reserved. ii. Grantee shall comply with the Accessibility Standards for Individuals with a Disability, as adopted by the Office of Information Technology pursuant to ¤24-85- 103 C.R.S. iii. The State may require Grantee’s compliance with the Accessibility Standards for Individuals with a Disability adopted by the Office of Information Technology pursuant to §24-85-103 C.R.S. is determined and tested by a qualified third party selected by the State. The State may ask the Grantee to review the selection of the third party. Grantee shall be responsible for all costs associated with the third-party vendor’s assessment. If Grantee is not in compliance as determined by the third- party vendor, at the State’s request and at the State’s direction, Grantee shall Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 17 of 19 Version: 11/2024 promptly take all necessary actions to come into compliance using a State-approved vendor, at no additional cost to the State. L. Reserved 18. Colorado Special Provisions (Colorado Fiscal Rule 3-3) A. Statutory Approval. §24-30-202(1) C.R.S. This Intergovernmental Grant Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If this Intergovernmental Grant Agreement is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Intergovernmental Grant Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or designee. B. Fund Availability. §24-30-202(5.5) C.R.S. Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the Parties, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b); and the State’s risk management statutes, §§24-30-1501, et seq., C.R.S. No term or condition of this Intergovernmental Grant Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. Independent Contractor. Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability, or understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Intergovernmental Grant Agreement. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 18 of 19 Version: 11/2024 Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. E. Compliance with Law. Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. Choice of Law, Jurisdiction, and Venue. Colorado law, and rules and regulations issued 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 regulations shall be null and void. All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. Prohibited Terms. Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any provision of §24-106-109, C.R.S. H. Software Piracy Prohibition. State or other public funds payable under this Grantee shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Grantee, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. Employee Financial Interest/Conflict of Interest. §§24-18-201 and 24-50-507 C.R.S. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 19 of 19 Version: 11/2024 The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee’s services and Grantee shall not employ any person having such known interests. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 1 of 7 EXHIBIT B – SCOPE OF PROJECT (SOP) 1.PURPOSE 1.1. Energy Impact. The purpose of the Energy and Mineral Impact Assistance Program is to assist political subdivisions that are socially and/or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels. 2.DESCRIPTION OF THE PROJECT(S) AND WORK 2.1. Project Description. The Project consists of architectural/engineering Design for a Public Safety Facility in the Town of Estes Park, Colorado. 2.2. Work Description. The Town of Estes Park (Grantee) will contract with a pre-qualified firm(s) for the completion of architectural and engineering design for a new Public Safety Facility, located on Town-owned property at the northwest corner of Community Drive and Manford Avenue in the Town of Estes Park, Colorado. Work includes: architectural and engineering services for an approximate 30,000 square foot (SF) building including site planning, architectural and engineering design, structural and civil engineering, energy- efficient systems planning, and cost estimation. Grantee will provide DOLA with electronic copies of accepted construction documents prior to Project Closeout. Grantee will own and maintain the documents. 2.3. Responsibilities. Grantee shall be responsible for the completion of the Work and to provide required documentation to DOLA as specified herein. 2.3.1. Grantee shall notify DOLA at least 30 days in advance of Project Completion. 2.4. Recapture of Advanced Funds. To maximize the use of Grant Funds, the State shall evaluate Grantee's expenditure of the Grant Funds for timeliness and compliance with the terms of this Grant. DOLA reserves the right to recapture advanced Grant Funds when Grantee has not or is not complying with the terms of this Grant. 2.5. Eligible Expenses. Eligible expenses shall include: professional architectural and engineering fees for development of the Final construction documents for approval by the Grantee. Bid process, bonding and insurance, legal fees, consultant travel, and per diem shall be the sole responsibility of the Grantee. 3.DEFINITIONS 3.1. Project Budget Lines. 3.1.1. “Architectural/Engineering Services” means professional architectural/engineering fees, RFP/bid advertisements, survey work, Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 2 of 7 water/sewer testing fees, electrical inspection and testing fees, CDPHE permit fees, and attorney’s fees. 3.2. “Substantial Completion” means the Work is sufficiently complete in accordance with the Grant so it can be utilized for its intended purpose without undue interference. 4. DELIVERABLES 4.1. Outcome. The final outcome of this Grant is completed construction documents for the design of the Public Safety Facility in Estes Park, Colorado. 4.2. Service Area. The performance of the Work described within this Grant shall be located in the Town of Estes Park, Colorado. 4.3. Performance Measures. Grantee shall comply with the following performance measures: Provide DOLA with Project Timeline. Within 60 days after the Effective Date of the subcontract(s). accepted stamped construction documents. Final Report. See §4.5.2 below See §4.5.2 below 4.4. Budget Line Adjustments. 4.4.1. Grant Funds. Grantee may request in writing that DOLA move Grant Funds between and among budget lines, so long as the total amount of Grant Funds remains unchanged. To make such budget line changes, DOLA will use an Option Letter (Exhibit G). 4.4.2. Other Funds. Grantee may increase or decrease the amount of Other Funds in any one or any combination of budget lines as described in §6.2, or move Other Funds between and among budget lines, so long as the total amount of such “Other Funds” is not less than the amount set forth in §6.2 below. Grantee may increase the Total Project Cost with “Other Funds” and such change does not require an amendment or option letter. DOLA will verify the Grantee’s contribution of “Other Funds” and compliance with this section at Project Closeout. 4.5. Quarterly Pay Request and Status Reports. Beginning 30 days after the end of the first quarter following execution of this Grant and for each quarter thereafter until termination Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 3 of 7 of this Grant, Grantee shall submit Pay Requests and Status Reports using a form provided by the State. The State shall pay the Grantee for actual expenditures made in the performance of this Grant based on the submission of statements in the format prescribed by the State. The Grantee shall submit Pay Requests setting forth a detailed description and provide documentation of the amounts and types of reimbursable expenses. Pay Requests and Status Reports are due within 30 days of the end of the quarter but may be submitted more frequently at the discretion of the Grantee. 4.5.1. For quarters in which there are no expenditures to reimburse, Grantee shall indicate zero (0) requested in the Pay Request and describe the status of the Work in the Status Report. The report will contain an update of expenditure of funds by budget line as per §6.2 of this Exhibit B Scope of Project as well as a projection of all Work expected to be accomplished in the following quarter, including an estimate of Grant Funds to be expended. 4.5.2. Specific submittal dates. Quarter Year Due Date Pay Request Due Status Report Due 2nd (Apr-Jun) 2026 JULY 15, 2026* Yes Yes 3rd (Jul-Sep) 2026 October 30, 2026 Yes Yes 4th (Oct-Dec) 2026 January 30, 2027 Yes Yes 1st (Jan-Mar) 2027 April 30, 2027 Yes Yes 2nd (Apr-Jun) 2027 JULY 15, 2027* Yes Yes 3rd (Jul-Sep) 2027 October 30, 2027 Yes Yes 4th (Oct-Dec) 2027 January 30, 2028 Yes Yes 1st (Jan-Mar) 2028 April 30, 2028 Yes Yes 2nd (Apr-Jun) 2028 JULY 15, 2028* Yes Yes *State fiscal year runs July 1 – June 30 annually. Grantee must request reimbursement for all eligible costs incurred during a State fiscal year by July 15 annually. 4.6. DOLA Acknowledgment. The Grantee agrees to acknowledge the Colorado Department of Local Affairs in any and all materials or events designed to promote or educate the public about the Work and the Project, including but not limited to: press releases, newspaper articles, op-ed pieces, press conferences, presentations and brochures/pamphlets. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 4 of 7 5. PERSONNEL 5.1. Responsible Administrator. Grantee’s performance hereunder shall be under the direct supervision of Paul Fetherston, Internal Services Director, (pfetherston@estes.org), who is an employee or agent of Grantee, and is hereby designated as the responsible administrator of this Project and a key person under this §5. Such administrator shall be updated through the process in §5.3. If this person is an agent of the Grantee, such person must have signature authority to bind the Grantee and must provide evidence of such authority. 5.2. Other Key Personnel. Laura Blevins, Grant Specialist, (lblevins@estes.org). Such key personnel shall be updated through the process in §5.3. 5.3. Replacement. Grantee shall immediately notify the State if any key personnel specified in §5 of this Exhibit B cease to serve. All notices sent under this subsection shall be sent in accordance with §14 of the Grant. 5.4. DLG Regional Manager: Chris La May, (970) 679-7679, (chris.la.may@state.co.us) 5.5. DLG Regional Assistant: Rebecca Buxton, (720) 682-3864, (rebecca.buxton@state.co.us) 6. FUNDING The State provided funds shall be limited to the amount specified under the “Grant Funds” column of §6.2, Budget, below. 6.1. Matching/Other Funds. Grantee shall provide at least 93% of the Total Project Cost as documented by Grantee and verified by DOLA at Project Closeout. Initial estimates of Grantee’s contribution are noted in the “Other Funds” column of §6.2 below. Increases to Grantee’s contribution to Total Project Cost do not require modification of this Intergovernmental Grant Agreement and/or Exhibit B. 6.2. Budget Cost Funds Funds Funds Source # Architectural/Engineering Services Total $1,500,000 $100,000 $1,400,000 7. PAYMENT Payments shall be made in accordance with this section and the provisions set forth in §5 of the Grant. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 5 of 7 7.1. Payment Schedule. If Work is subcontracted or subgranted and such Subcontractors and/or Subgrantees are not previously paid, Grantee shall disburse Grant Funds received from the State to such Subcontractor or Subgrantee within fifteen days of receipt. Excess funds shall be returned to DOLA. Interim Payment(s) $95,000 Paid upon receipt of actual expense documentation and written Pay Requests from the Grantee for reimbursement of eligible approved expenses. (as determined by the State in its sole discretion), provided that the Grantee has submitted, and DOLA has accepted, all required reports. Total $100,000 7.2. Interest. Grantee or Subgrantee may keep interest earned from Grant Funds up to $100 per year for administrative expenses. 8. ADMINISTRATIVE REQUIREMENTS 8.1. Reporting. Grantee shall submit the following reports to DOLA using the State-provided forms. DOLA may withhold payment(s) if such reports are not submitted timely. 8.1.1. Quarterly Pay Request and Status Reports. Quarterly Pay Requests shall be submitted to DOLA in accordance with §4.5 of this Exhibit B. 8.1.2. Final Reports. Within 90 days after the completion of the Project, Grantee shall submit the final Pay Request and Status Report to DOLA. 8.2. Monitoring. DOLA shall monitor this Work on an as-needed basis. DOLA may choose to audit the records for activities performed under this Grant. Grantee shall maintain a complete file of all records, documents, communications, notes and other written materials or electronic media, files or communications, which pertain in any manner to the operation of activities undertaken pursuant to an executed Grant. Such books and records shall contain documentation of the Grantee’s pertinent activity under this Grant in accordance with Generally Accepted Accounting Principles. 8.2.1. Subgrantee/Subcontractor. Grantee shall monitor its Subgrantees and/or Subcontractors, if any, during the term of this Grant. Results of such monitoring shall be documented by Grantee and maintained on file. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 6 of 7 8.3. Bonds. If Project includes construction or facility improvements, Grantee and/or its contractor (or subcontractors) performing such work shall secure the bonds hereunder from companies holding certificates of authority as acceptable sureties pursuant to 31 CFR Part 223 and are authorized to do business in Colorado. 8.3.1. Bid Bond. A bid guarantee from each bidder equivalent to 5 percent of the bid price. The “bid guarantee” shall consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder shall, upon acceptance of his bid, execute such contractual documents as may be required within the time specified. 8.3.2. Performance Bond. A performance bond on the part of the contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. 8.3.3. Payment Bond. A payment bond on the part of the contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract. 8.3.4. Substitution. The bonding requirements in this §8.3 may be waived in lieu of an irrevocable letter of credit if the price is less than $50,000. 9. CONSTRUCTION/RENOVATION. The following subsections shall apply to construction and/or renovation related projects/activities: 9.1. Plans & Specifications. Construction plans and specifications shall be drawn up by a qualified engineer or architect licensed in the State of Colorado, or pre-engineered in accordance with Colorado law, and hired by the Grantee through a competitive selection process. 9.2. Procurement. A construction contract shall be awarded to a qualified construction firm through a formal selection process with the Grantee being obligated to award the construction contract to the lowest responsive, responsible bidder meeting the Grantee's specifications. 9.3. Subcontracts. Copies of any and all contracts entered into by the Grantee in order to accomplish this Project shall be submitted to DOLA upon request, and any and all contracts entered into by the Grantee or any of its Subcontractors shall comply with all applicable federal and state laws and shall be governed by the laws of the State of Colorado. Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 EIAF-26-194 - Estes Park Public Safety Facility Design Page 7 of 7 9.4. Standards. Grantee, Subgrantees and Subcontractors shall comply with all applicable statutory design and construction standards and procedures that may be required, including the standards required by Colorado Department of Public Health and Environment, and shall provide the State with documentation of such compliance. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: 0C970388-26FA-8711-81C1-7E50099BB261 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Director Bergsten Department: Utilities Date: August, 11, 2026 Subject: Resolution 93-26 Decline to Exercise the Right of First Refusal to Purchase Windy Gap Water Units from the Platte River Power Authority Type: Resolution Objective: Staff requests Town Board approve Resolution 93-26 which waives the Town’s First Right of Refusal for Platte River Power Authority’s (PRPA) sale of two unfirmed Windy Gap water units. Present Situation: PRPA is prepared to publish a request for bids on two unfirmed Windy Gap units, with a minimum bid price of $4,900,000 per unit. Unfirmed water rights do not have storage space in the Chimney Hollow Reservoir project. Under the 2017 Agreement Regarding Exercise of Rights of First Refusal (ROFR) To Acquire Windy Gap Water Units and the original 1974 "Assignment" agreement, Estes Park has the right to purchase the units on substantially similar terms and conditions as those offered to the successful bidder. PRPA has asked that the Town respond to our first right of refusal to eliminate potential roadblocks in the transaction of this sale, thus giving bidders confidence in the successful completion of the transaction. Proposal: Staff requests the Town Board adopt Resolution 93-26 waiving the Town’s ROFR for the sale of two unfirmed Windy Gap water Units by PRPA. Advantages: • Allows PRPA to issue a request for bids on the sale of these Windy Gap water rights without the ROFR limitation, which could deter buyers from participating. Disadvantages: • Declining the ROFR means the Town would not acquire the two units currently offered for sale; however, the Town has adequate water rights to meet future buildout demands. Action Recommended: Approve the attached Resolution Finance/Resource Impact: None Level of Public Interest: Low to Moderate. The historic drought conditions have increased public awareness of water as a precious resource. Sample Motion: I move for the approval/denial of the Resolution Attachments: 1. Resolution 93-26 2. 2017 Right Of First Refusal Agreement and memo from the Town Board December 12, 2017 meeting 3. Town Board memo from August 8, 2023, addressing the same decision RESOLUTION 93-26 WAIVING THE TOWN’S RIGHT OF FIRST REFUSAL TO PURCHASE TWO WINDY GAP UNITS OWNED BY PLATTE RIVER POWER AUTHORITY WHEREAS, the Town Board wishes to waive the Town’s first right of refusal concerning the proposed sale of two unfirmed Windy Gap units by Platte River Power Authority. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board waives the Town’s first right of refusal for the sale of two unfirmed Windy Gap units by Platte River Power Authority. DATED this day of , 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk Attachment 1 Town Attorney To: Honorable Mayor Jirsa Board of Trustees Town Administrator Lancaster From: Gregory A. White, Town Attorney Date: December 12, 2017 RE: Agreement Regarding Exercise of Rights of First Refusal to Acquire Windy Gap Water Units from Platte River Power Authority Objective: Approve the Agreement Regarding Exercise of Rights of First Refusal to Acquire Windy Gap Water Units From Platte River Power Authority among the City of Fort Collins, City of Loveland, Town of Estes Park (collectively the “Municipalities”), and Platte River Power Authority (“Platte River”). Present Situation: The Municipalities were the original participants in the Windy Gap Water Project developed by the Municipal Subdistrict of the Northern Colorado Water Conservancy District along with the City of Boulder, City of Longmont, and the City of Greeley. The Municipalities, along with the City of Longmont, collectively formed Platte River. In July of 1974, the Municipalities assigned their preferential rights to contract with the Subdistrict for 160 units of Windy Gap water to PRPA (80 units from Fort Collins, 40 units from Loveland and 40 units from the Town). As part of that assignment, a Right of First Refusal was reserved to the Municipalities stating as follows: If Platte River shall ever offer the right to the use of any such waters, through development of reuse potential, transfer, lease or sale of any portion of the allotment, or otherwise, to any other person or entity, it shall first offer the use thereof, to the Municipality on substantially similar terms and conditions as those at which such right of use is offered to such other person or entity.” In the last few years, Platte River has annually leased some of its Windy Gap water to third parties and obtained approval of those leases from the Municipalities. Recently, Platte River determined that it does not need all of its allocation of Windy Gap water to meet its current and future power generation needs. Platte River has determined to divest some of its Windy Gap water units. In 2017, Platte River sold 23 Windy Gap water units to various third parties, and the Municipalities each waived and refused their respective rights of first refusal with respect to those 23 Windy Gap water units. 445 Attachment 2 However, due to issues and questions that arose with regard to the sale of those 23 Windy Gap water units, the Municipalities and Platte River determined to enter into an Agreement defining the procedures, roles, and responsibilities of each party with regard to the exercise of the Municipalities’ rights of first refusal for any future transfer of Windy Gap water units by Platte River. The Agreement provides for the following a) Notice by Platte River of the proposed Windy Gap transfer with a third party; b) Procedure for protecting any confidential information with regard to potential transfer of Windy Gap water; c) Exercise or waiver of each Municipalities’ right of first refusal; d) Joint exercise of Municipalities’ right of first refusal in the event that two or more Municipalities wish to exercise their right of first refusal. Town Staff is recommending approval of the Agreement as it provides needed clarification of the procedures, roles, and responsibilities for the exercise or waiver of the right of first refusal for any future transfer of Windy Gap water rights by Platte River pursuant to the Town’s July of 1974 assignment of 40 units of the Town’s Windy Gap water to Platte River. Advantages: Adoption of the Agreement clarifies the Municipalities’ and Platte River’s procedures, roles and responsibilities for any future transfer of Windy Gap water by Platte River. Disadvantages: None. Action Recommended: The approval of the Agreement Regarding Exercise of Rights of First Refusal to Acquire Windy Gap Water Units from Platte River. Budget: There are no budget implications pursuant to this Agreement. Level of Public Interest Low. Sample Motion: I move to approve/not approve the Agreement Regarding Exercise of Rights of First Refusal to Acquire Windy Gap Water Units from Platte River Power Authority. Attachments: Agreement Regarding Exercise of Rights of First Refusal to Acquire Windy Gap Water Units from Platte River Power Authority. 446 1 AGREEMENT REGARDING EXERCISE OF RIGHTS OF FIRST REFUSAL TO ACQUIRE WINDY GAP WATER UNITS FROM PLATTE RIVER POWER AUTHORITY WHEREAS, the City of Fort Collins, the City of Loveland and the Town of Estes Park (each a Municipality” and collectively the “Municipalities”) participated in a project developed by the Municipal Subdistrict of the Northern Colorado Water Conservancy District (“Subdistrict”) to divert and store water from the Western Slope known as the “Windy Gap Project;” and WHEREAS, in connection with their participation in the Windy Gap Project, each of the Municipalities received a preferential right to contract with the Subdistrict for a certain fraction of the waters developed by the Subdistrict; and WHEREAS, the waters developed by the Subdistrict were ultimately represented by contractual allotments of units of water from the Windy Gap Project (“Windy Gap Water Units”), with each unit representing approximately 1/480th of the anticipated yield of the Windy Gap Project, or approximately 100 acre-feet of water; and WHEREAS, in July 1974, the Municipalities assigned their preferential rights to contract with the Subdistrict for the equivalent of 160 Windy Gap Water Units to the Platte River Power Authority (“Platte River”), being the equivalent of 80 units from Fort Collins, and 40 units from Loveland and 40 units from Estes Park, with copies of said assignments being attached hereto as Exhibits A, B, and C; and WHEREAS, each of the Municipalities’ assignments of the Windy Gap Water Units to Platte River reserved a right of first refusal to the Municipalities, stating: I]f Platte River shall ever offer the right to the use of any of such waters, through development of reuse potential, transfer, lease or sale of any portion of the allotment, or otherwise, to any other person or entity, it shall first offer the use thereof, to the Municipality on substantially similar terms and conditions as those at which such right of use is offered to such other person or entity. The assignments, however, provided no further guidance regarding the coordination of the exercise of the Municipalities’ respective rights of first refusal; and WHEREAS, Platte River has previously sold 23 Windy Gap Water Units to various third parties, leaving Platte River with 137 Windy Gap Water Units, and the Municipalities each waived and refused their respective rights of first refusal with respect to those 23 Windy Gap Water Units; and WHEREAS, the Municipalities and Platte River wish to provide for the efficient administration and documentation of the Municipalities’ exercise or refusal of such rights with respect to any future transfer of the right to use any such Windy Gap Water Units, through development of reuse potential, 447 2 transfer, lease or sale of any portion of the allotment, or otherwise (hereinafter a “Windy Gap Transfer”); NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned parties agree as follows: 1. Term of Agreement. This Agreement shall remain in force and effect until the termination of rights described in Section 8 below has occurred. 2. Notice of Transfer. Upon reaching agreement on the material terms of a proposed Windy Gap Transfer with a third party, Platte River shall provide written notice to the Municipalities (“Notice of Transfer”). The Notice of Transfer shall state, at minimum, (a) the number of Windy Gap Water Units subject to the proposed Windy Gap Transfer and (b) the material terms of the proposed Windy Gap Transfer. Notice shall be deemed given as of the date of receipt of the Notice of Transfer by the Municipalities. The identity of the counterparty need not be disclosed in the Notice of Transfer. 3. Confidentiality of Terms of Notice of Transfer. It is agreed and understood that the unauthorized disclosure of the terms of a proposed Windy Gap Transfer may cause immediate and irreparable damage to Platte River, including but not limited to the loss of favorable transaction terms. Accordingly, the Notice of Transfer and all terms and conditions set forth therein (hereinafter referred to collectively as “Confidential Information”) shall be subject to the following terms and conditions: a. Platte River shall conspicuously mark any Notice of Transfer given to the Municipalities as “CONFIDENTIAL”. b. The Municipalities shall maintain the Confidential Information in the strictest of confidence and shall not disclose such terms and conditions to any third party without the express, written consent of Platte River, subject to Paragraph 3.f. For the purposes of this paragraph, “third party” does not refer to a Municipality’s employees, agents, consultants, contractors, and elected or appointed officials. c. The obligations of confidentiality and non-disclosure regarding the Confidential Information set forth herein shall be binding upon the Municipalities and their respective employees, agents, consultants, contractors, and elected or appointed officials, subject to Paragraph 3.f. d. Each Municipality shall take such steps as are reasonably necessary to limit the disclosure of the Confidential Information to a Municipality’s employees, agents, consultants, contractors, and elected or appointed officials, with a need to know such information in order to assist the Municipality in evaluating whether to exercise its right of first refusal, subject to Paragraph 3.f. e. Each Municipality shall inform any person to whom it discloses the Confidential Information of the confidentiality obligations of this Agreement and, with respect to persons who are not a Municipality’s employees or elected or appointed officials, shall 448 3 secure the written agreement of that person to maintain the confidentiality of such Confidential Information. f. Nothing herein shall affect the obligations of a Municipality to either make disclosures or preserve the confidentiality of the Notice of Transfer to the extent required by law or court order, including, but not limited to, requirements under the Colorado Open Records Act, CRS §24-72-201 et seq., and other Colorado and federal statutes, court rules, and administrative rules and regulations. If a Municipality receives a request to produce or disclose the Confidential Information, whether pursuant to the Colorado Open Records Act, C.R.S. §24-72-201, et seq., through a subpoena or other lawful process, or otherwise, the Municipality shall (a) notify Platte River of the request as soon as practicable and (b) take such steps, to the extent permitted by law, as may reasonably be required to enforce this covenant of confidentiality against such disclosure, unless Platte River consents to the disclosure in writing. g. The terms and conditions regarding the preservation of the confidentiality of the Confidential Information shall continue for a period of one year from the date of receipt of the Notice of Transfer by the Municipalities. Platte River may waive the requirements of subparagraphs a through g of this Section 3 upon written notice to the Municipalities. 4. Exercise or Waiver of Right. Each Municipality shall have sixty three (63) calendar days from receipt of the Notice of Transfer to provide Platte River notice of its intent to exercise or waive its right of first refusal. The right of first refusal must be exercised with respect to the entire amount of Windy Gap Water Units included in the particular proposed Windy Gap Transfer, and may not be exercised with respect to a portion of the Windy Gap Water Units included in the particular proposed Windy Gap Transfer. By providing written notice of its intent to exercise right of first refusal with respect to any proposed Windy Gap Transfer (a “Notice to Exercise”), a Municipality agrees to be bound to the terms and conditions set forth in the Notice of Transfer. Platte River and the Municipality shall thereafter enter into a written agreement incorporating the material terms of the Notice of Transfer within sixty three (63) days after the Municipality delivers its written Notice to Exercise to Platte River. If Platte River does not receive a Municipality’s Notice to Exercise or a written waiver of the right of first refusal within sixty three (63) days of the Notice of Transfer, the Municipality shall be deemed to have waived and refused its right of first refusal with respect to that proposed Windy Gap Transfer. 5. Concurrent Pro-Rata Rights/Joint Exercise. The Municipalities’ rights of first refusal with respect to any proposed Windy Gap Transfer shall run concurrently. If more than one Municipality delivers a Notice to Exercise to Platte River within the sixty three (63) day period described in Section 4, the Municipalities may exercise their rights of first refusal jointly. Platte River shall immediately notify each Municipality in writing that more than one Notice to Exercise has been received, and the Municipalities that have delivered the Notice to Exercise shall have seventy-seven (77) days after such notice to negotiate an agreement among themselves and Platte River to acquire jointly the rights subject to the proposed Windy Gap Transfer from Platte River and to deliver such joint agreement to Platte River. The 449 4 Municipalities agree that, in such negotiations, the Municipalities shall recognize their respective pro rata rights of first refusal. The Municipalities may agree to divide the rights subject to the proposed Windy Gap Transfer, as well as the consideration to be paid to Platte River for such rights, as among themselves. The material terms of any such joint agreement, including the consideration to be paid to Platte River, shall be substantially the same as set forth in the Notice of Transfer. 6. Limit on Number of Units Subject to Right. No Municipality shall have the right to acquire from Platte River, through the exercise of its rights of first refusal, more Windy Gap Water Units than the equivalent number of Windy Gap Water Units that such Municipality originally assigned to Platte River: i.e. City of Fort Collins (80), City of Loveland (40), and Town of Estes Park (40). If a Municipality exercises its right of first refusal with respect to any Windy Gap Water Units subject to a Windy Gap Transfer, its right of first refusal shall be reduced by the number of Windy Gap Water Units acquired thereby. If two or more Municipalities jointly exercise a right of first refusal with respect to any Windy Gap Transfer, those Municipalities shall agree in writing and notify Platte River as to how the Windy Gap Water Units will be apportioned among them and their respective rights of first refusal shall be reduced by the number of Windy Gap Water Units so apportioned. Notwithstanding the foregoing, a Municipality may increase the number of Windy Gap Water Units subject to its right of first refusal by acquiring the rights of first refusal held by any other Municipality. Platte River shall maintain a record of the number of Windy Gap Water Units subject to each Municipality’s right of first refusal and the number of Windy Gap Water Units acquired through each Municipality’s exercise of its right of first refusal. 7. Effect of Waiver of Right of First Refusal on Future Windy Gap Transfer. If a Municipality waives or refuses its right of first refusal to any Windy Gap Transfer, it shall continue to have the right to exercise its right of first refusal as to any future Windy Gap Transfer up to the full number of units remaining subject to such Municipality’s right of first refusal. 8. Termination of Rights. A Municipality’s right of first refusal to acquire Windy Gap Water Units from Platte River shall terminate if a Municipality acquires, through the right of first refusal, a number of Windy Gap Water Units equal to the equivalent number of units it originally assigned to Platte River or, if it has obtained additional rights of first refusal as described in Section 6 above, the sum total of all such units attributable to those originally assigned and later acquired. 9. Sales to a Municipality. Platte River shall not offer for sale any Windy Gap Water Units to any Municipality without offering a like number of units to the other Municipalities. In any such sales, the Municipalities shall not have the right to exercise their rights of first refusal addressed in this Agreement against another Municipality, provided however, that the number of Windy Gap Water Units that a Municipality acquires shall count against that Municipality’s limit under Paragraph 6 of this Agreement. 10. Right Inapplicable to Subsequently Acquired Units. A Municipality’s right of first refusal shall not extend to any Windy Gap Water Units that may be acquired by Platte River separate and apart from the units attributable to those initially assigned to Platte River by the Municipalities. 450 5 11. Notices. Any notice required to be given under this Agreement shall be made in writing and delivered via email or overnight delivery to the following: a. If to Fort Collins: City Manager and Utilities Executive Director City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 With a copy to City Attorney’s Office b. If to Loveland: Director. Department of Water and Power City of Loveland 200 N. Wilson Ave. Loveland, CO 80537 With a copy to: City Attorney City of Loveland 500 E. 3rd St., Suite 330 Loveland, CO 80537 c. If to Estes Park: Town Administrator Town of Estes Park P.O. Box 1200 Estes Park, CO 80517 d. If to Platte River: General Manager Platte River Power Authority 2000 East Horsetooth Road Fort Collins, CO 80525 With a copy to the General Counsel at the same address) 12. Entire Agreement. This Agreement represents the entire agreement among the parties concerning the subject matter herein, and shall supersede and replace any prior negotiations, understandings or agreements concerning such subject matter. 13. Amendments. This Agreement may not be altered or amended except by a writing duly executed by an authorized agent of the party to be charged with performance. 14. Counterparts. This Agreement may be executed in counterparts, all of which together shall be considered a single agreement. 451 6 DATED this ____ day of ________________, 2017. THE CITY OF FORT COLLINS, COLORADO, a Colorado municipal corporation By: _____________________________________ Darin A. Atteberry, City Manager ATTEST: City Clerk’s Office APPROVED AS TO FORM: Assistant City Attorney 452 7 DATED this ____ day of ________________, 2017. CITY OF LOVELAND By:________________________________ Mayor Attest: 453 8 DATED this ____ day of ________________, 2017. TOWN OF ESTES PARK By:________________________________ Mayor Attest: 454 9 DATED this ____ day of ________________, 2017. PLATTE RIVER POWER AUTHORITY By:________________________________ Chief Executive Officer Attest: 455 456 UTILITIES DEPARTMENTSMemo To: Honorable Mayor Koenig Board of Trustees Through: Town Administrator Machalek From: Water Supervisor Northcutt, Acting Superintendent Wesley, Director Bergsten Date: August 8, 2023 RE: Decline to Exercise Right of First Refusal to Purchase Windy Gap Water Units Mark all that apply) PUBLIC HEARING ORDINANCE LAND USE CONTRACT/AGREEMENT RESOLUTION OTHER______________ QUASI-JUDICIAL YES X NO Objective: Staff’s objective is to support Platte River Power Authority’s (PRPA’s) public sale of water rights to help lower wholesale electric rate pressures. Present Situation: PRPA is selling “unfirmed”, i.e., no storage/reservoir to hold it, Windy Gap water units. The Town of Estes Park has a Right Of First Refusal (ROFR) to purchase these water units at market value, a minimum of $3.8 million for each unit of 100 acre-feet. The Town’s water portfolio does not require additional water rights. The Town’s existing portfolio includes enough water for the ultimate build-out, which is restricted by geography, National Forest, and the National Park. The Town’s water portfolio is complex and detailed in section one of our 2015 Comprehensive Water Master Plan. Proposal: Staff proposes the Town Board direct staff to decline to exercise its ROFR to purchase PRPA’s unfirmed Windy Gap water Units. Advantages: Allows PRPA publicly RFP for sale water rights without the ROFR limitation, which could deter buyers from participating. Wholesale electric rate pressure will be lowered because the proceeds from the sale will offset PRPA expenditures. TOWN of ESTES R Attachment 3 Allows the growing front range municipalities an opportunity to secure water rights for future needs Disadvantages: None Action Recommended: Direct staff to decline to exercise the ROFR Finance/Resource Impact: N/A. Level of Public Interest Low Sample Motion: This item is on consent. If pulled from consent: I move for the approval/denial of directing staff to decline our ROFR to purchase Windy Gap water units from PRPA Attachments: 1. Right Of First Refusal Agreement 2. 2015 Water Master Plan Section 1, Water Rights ATTACHMENT 1 AGREEMENT REGARDING EXERCISE OF RIGHTS OF FIRST REFUSAL TO ACQUIRE WINDY GAP WATER UNITS FROM PLATTE RIVER POWER AUTHORITY WHEREAS,the City of Fort Collins,the City of Loveland and the Town of Estes Park (each a Municipality"and collectively the "Municipalities")participated in a project developed by the Municipal Subdistrict of the Northern Colorado Water Conservancy District ("Subdistrict")to divert and store water from the Western Slope known as the "Windy Gap Project;"and WHEREAS,in connection with their participation in the Windy Gap Project,each of the Municipalities received a preferential right to contract with the Subdistrict for a certain fraction of the waters developed by the Subdistrict;and WHEREAS,the waters developed by the Subdistrict were ultimately represented by contractual allotments of units of water from the Windy Gap Project ("Windy Gap Water Units"),with each unit representing approximately l/480th of the anticipated yield of the Windy Gap Project,or approximately 100 acre-feet of water;and WHEREAS,in July 1974,the Municipalities assigned their preferential rights to contract with the Subdistrict for the equivalent of 160 Windy Gap Water Units to the Platte River Power Authority ("Platte River"),being the equivalent of 80 units from Fort Collins,and 40 units from Loveland and 40 units from Estes Park,with copies of said assignments being attached hereto as Exhibits A,B,and C;and WHEREAS,each of the Municipalities'assignments of the Windy Gap Water Units to Platte River reserved a right of first refusal to the Municipalities,stating: l]f Platte River shall ever offer the right to the use of any of such waters,through development of reuse potential,transfer,lease or sale of any portion of the allotment, or otherwise,to any other person or entity,it shall first offer the use thereof,to the Municipality on substantially similar terms and conditions as those at which such right of use is offered to such other person or entity. The assignments,however,provided no further guidance regarding the coordination of the exercise of the Municipalities'respective rights of first refusal;and WHEREAS,Platte River has previously sold 23 Windy Gap Water Units to various third parties, leaving Platte River with 137 Windy Gap Water Units,and the Municipalities each waived and refused their respective rights of first refusal with respect to those 23 Windy Gap Water Units;and WHEREAS,the Municipalities and Platte River wish to provide for the efficient administration and documentation of the Municipalities'exercise or refusal of such rights with respect to any future transfer of the right to use any such Windy Gap Water Units,through development of reuse potential, 1 Of Attachment 3, 2026-08-11 transfer,lease or sale of any portion of the allotment,or otherwise (hereinafter a "Windy Gap Transfer"); NOW,THEREFORE,for and in consideration of the mutual promises and covenants herein,and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the undersigned parties agree as follows: 1.Term of Agreement.This Agreement shall remain in force and effect until the termination of rights described in Section 8 below has occurred. 2.Notice of Transfer.Upon reaching agreement on the material terms of a proposed Windy Gap Transfer with a third party,Platte River shall provide written notice to the Municipalities ("Notice of Transfer").The Notice of Transfer shall state,at minimum,(a)the number of Windy Gap Water Units subject to the proposed Windy Gap Transfer and (b)the material terms of the proposed Windy Gap Transfer.Notice shall be deemed given as of the date of receipt of the Notice of Transfer by the Municipalities.The identity of the counterparty need not be disclosed in the Notice of Transfer. 3.Confidentiality of Terms of Notice of Transfer.It is agreed and understood that the unauthorized disclosure of the terms of a proposed Windy Gap Transfer may cause immediate and irreparable damage to Platte River,including but not limited to the loss of favorable transaction terms. Accordingly,the Notice of Transfer and all terms and conditions set forth therein (hereinafter referred to collectively as "Confidential Information")shall be subject to the following terms and conditions: a.Platte River shall conspicuously mark any Notice of Transfer given to the Municipalities as "CONFIDENTIAL". b.The Municipalities shall maintain the Confidential Information in the strictest of confidence and shall not disclose such terms and conditions to any third party without the express,written consent of Platte River,subject to Paragraph 3.f.For the purposes of this paragraph,"third party"does not refer to a Municipality's employees,agents, consultants,contractors,and elected or appointed officials. c.The obligations of confidentiality and non-disclosure regarding the Confidential Information set forth herein shall be binding upon the Municipalities and their respective employees,agents,consultants,contractors,and elected or appointed officials,subject to Paragraph 3.f. d.Each Municipality shall take such steps as are reasonably necessary to limit the disclosure of the Confidential Information to a Municipality's employees,agents, consultants,contractors,and elected or appointed officials,with a need to know such information in order to assist the Municipality in evaluating whether to exercise its right of first refusal,subject to Paragraph 3.f. e.Each Municipality shall inform any person to whom it discloses the Confidential Information of the confidentiality obligations of this Agreement and,with respect to persons who are not a Municipality's employees or elected or appointed officials,shall 2 secure the written agreement of that person to maintain the confidentiality of such Confidential Information. f.Nothing herein shall affect the obligations of a Municipality to either make disclosures or preserve the confidentiality of the Notice of Transfer to the extent required by law or court order,including,but not limited to,requirements under the Colorado Open Records Act,CRS §24-72-201 et seq.,and other Colorado and federal statutes,court rules,and administrative rules and regulations.If a Municipality receives a request to produce or disclose the Confidential Information,whether pursuant to the Colorado Open Records Act,C.R.S.§24-72-201,et seq.,through a subpoena or other lawful process,or otherwise,the Municipality shall (a)notify Platte River of the request as soon as practicable and (b)take such steps,to the extent permitted by law,as may reasonably be required to enforce this covenant of confidentiality against such disclosure,unless Platte River consents to the disclosure in writing. g.The terms and conditions regarding the preservation of the confidentiality of the Confidential Information shall continue for a period of one year from the date of receipt of the Notice of Transfer by the Municipalities. Platte River may waive the requirements of subparagraphs a through g of this Section 3 upon written notice to the Municipalities. 4.Exercise or Waiver of Right.Each Municipality shall have sixty three (63)calendar days from receipt of the Notice of Transfer to provide Platte River notice of its intent to exercise or waive its right of first refusal.The right of first refusal must be exercised with respect to the entire amount of Windy Gap Water Units included in the particular proposed Windy Gap Transfer,and may not be exercised with respect to a portion of the Windy Gap Water Units included in the particular proposed Windy Gap Transfer.By providing written notice of its intent to exercise right of first refusal with respect to any proposed Windy Gap Transfer (a "Notice to Exercise"),a Municipality agrees to be bound to the terms and conditions set forth in the Notice of Transfer.Platte River and the Municipality shall thereafter enter into a written agreement incorporating the material terms of the Notice of Transfer within sixty three (63)days after the Municipality delivers its written Notice to Exercise to Platte River.If Platte River does not receive a Municipality's Notice to Exercise or a written waiver of the right of first refusal within sixty three (63)days of the Notice of Transfer,the Municipality shall be deemed to have waived and refused its right of first refusal with respect to that proposed Windy Gap Transfer. 5.Concurrent Pro-Rata Rights/Joint Exercise.The Municipalities'rights of first refusal with respect to any proposed Windy Gap Transfer shall run concurrently.If more than one Municipality delivers a Notice to Exercise to Platte River within the sixty three (63)day period described in Section 4,the Municipalities may exercise their rights of first refusal jointly.Platte River shall immediately notify each Municipality in writing that more than one Notice to Exercise has been received,and the Municipalities that have delivered the Notice to Exercise shall have seventy-seven (77)days after such notice to negotiate an agreement among themselves and Platte River to acquire jointly the rights subject to the proposed Windy Gap Transfer from Platte River and to deliver such joint agreement to Platte River.The 3 Municipalities agree that,in such negotiations,the Municipalities shall recognize their respective pro rata rights of first refusal.The Municipalities may agree to divide the rights subject to the proposed Windy Gap Transfer,as well as the consideration to be paid to Platte River for such rights,as among themselves.The material terms of any such joint agreement,including the consideration to be paid to Platte River,shall be substantially the same as set forth in the Notice of Transfer. 6.Limit on Number of Units Subject to Right.No Municipality shall have the right to acquire from Platte River,through the exercise of its rights of first refusal,more Windy Gap Water Units than the equivalent number of Windy Gap Water Units that such Municipality originally assigned to Platte River: i.e.City of Fort Collins (80),City of Loveland (40),and Town of Estes Park (40).If a Municipality exercises its right of first refusal with respect to any Windy Gap Water Units subject to a Windy Gap Transfer,its right of first refusal shall be reduced by the number of Windy Gap Water Units acquired thereby.If two or more Municipalities jointly exercise a right of first refusal with respect to any Windy Gap Transfer,those Municipalities shall agree in writing and notify Platte River as to how the Windy Gap Water Units will be apportioned among them and their respective rights of first refusal shall be reduced by the number of Windy Gap Water Units so apportioned.Notwithstanding the foregoing,a Municipality may increase the number of Windy Gap Water Units subject to its right of first refusal by acquiring the rights of first refusal held by any other Municipality.Platte River shall maintain a record of the number of Windy Gap Water Units subject to each Municipality's right of first refusal and the number of Windy Gap Water Units acquired through each Municipality's exercise of its right of first refusal. 7.Effect of Waiver of Right of First Refusal on Future Windy Gap Transfer.If a Municipality waives or refuses its right of first refusal to any Windy Gap Transfer,it shall continue to have the right to exercise its right of first refusal as to any future Windy Gap Transfer up to the full number of units remaining subject to such Municipality's right of first refusal. 8.Termination of Rights.A Municipality's right of first refusal to acquire Windy Gap Water Units from Platte River shall terminate if a Municipality acquires,through the right of first refusal,a number of Windy Gap Water Units equal to the equivalent number of units it originally assigned to Platte River or, if it has obtained additional rights of first refusal as described in Section 6 above,the sum total of all such units attributable to those originally assigned and later acquired. 9.Sales to a Municipality.Platte River shall not offer for sale any Windy Gap Water Units to any Municipality without offering a like number of units to the other Municipalities.In any such sales,the Municipalities shall not have the right to exercise their rights of first refusal addressed in this Agreement against another Municipality,provided however,that the number of Windy Gap Water Units that a Municipality acquires shall count against that Municipality's limit under Paragraph 6 of this Agreement. 10.Right Inapplicable to Subsequently Acquired Units.A Municipality's right of first refusal shall not extend to any Windy Gap Water Units that may be acquired by Platte River separate and apart from the units attributable to those initially assigned to Platte River by the Municipalities. 4 11.Notices.Any notice required to be given under this Agreement shall be made in writing and delivered via email or overnight delivery to the following: a.If to Fort Collins:City Manager and Utilities Executive Director City of Fort Collins P.O.Box 580 Fort Collins,CO 80522 With a copy to City Attorney's Office b.If to Loveland:Director.Department of Water and Power City of Loveland 200 N.Wilson Ave. Loveland,CO 80537 With a copy to: City Attorney City of Loveland 500 E.3rd St.,Suite 330 Loveland,CO 80537 c.If to Estes Park:Town Administrator Town of Estes Park P.O.Box 1200 Estes Park,CO 80517 d.If to Platte River:General Manager Platte River Power Authority 2000 East Horsetooth Road Fort Collins,CO 80525 With a copy to the General Counsel at the same address) 12.Entire Agreement.This Agreement represents the entire agreement among the parties concerning the subject matter herein,and shall supersede and replace any prior negotiations, understandings or agreements concerning such subject matter. 13.Amendments.This Agreement may not be altered or amended except by a writing duly executed by an authorized agent of the party to be charged with performance. 14.Counterparts.This Agreement may be executed in counterparts,all of which together shall be considered a single agreement. 5 DATED this day of QeT^cT 2017. THE CITY OF FORT COLLINS,COLORADO, a Colorado municipal corporation ATTEST: APPROVED AS TO FORM: Assistant City Attorney 6 DATED this <9^day of 2017. CITY OF LOVELAND Approved as to Form:Attest: 7 DATED this p-^day of 2017. Attest: 8 DATED this /V day of 2017. PLATTE RIVER POWER AUTHORITY Attest: 9 5 3100 ASSIGNMENT WHEREAS,Platte River Power Authority (hereafter,"Platte River"),is an agency and instrumentality of the City of Fort Collins,Colorado (hereafter, the "Municipality"),and supplies at wholesale the electric power and energy requirements of the Municipality for resale by its municipal electric utility; and WHEREAS,Platte River will require additional electric generating capacity when the limits of its existing and scheduled energy resources have been reached, presently anticipated for the year 1982,and Platte River anticipates that such additional capacity will be located in the Platte River drainage basin;and WHEREAS,the limited availability of water sources in Eastern Colorado to meet the cooling requirements incident to any proposed thermal-electric generating facility makes the acquisition of adequate water supplies essential to Platte River's and the Municipality's future power supply;and WHEREAS,the Municipality is a participant in the Municipal Subdistrict, Northern Colorado Water Conservancy District and entitled as such to a preferential right to contract for an allotment equal to one-sixth £1/6)of the waters developed by the said Subdistrict; NOW,THEREFORE,the Municipality does by these presents assign,transfer and convey to Platte River all of its preferential right to contract for said allotment, or any part thereof. And Platte River,in consideration of said assignment,does agree with the Municipality: 1.That within three (3)years from the execution of an allotment con¬ tract between the said Subdistrict and Platte River for the use of the waters alloted to Platte River by virtue of this assignment,Platte River shall reimburse the Municipality for assessments heretofore paid by the Municipality to the Sub¬ district and to the Six Cities Water Committee in connection with the investigation, protection and development of the so-called "Windy Gap Project,"and 2.Except for the use of the waters alloted to Platte River by virtue of this assignment in connection with the generation of electric energy in a thermal¬ electric project or projects in which Platte River participates,if Platte River shall ever offer the right to the use of any of such waters,through development of re¬ use potential,transfer,lease or sale of any portion of the allotment,or otherwise, EXHIBIT A to any other person or entity,it shall first offer the use thereof,to the Muni¬ cipality on substantially similar terms and conditions as those at which such right of use is offered to such other person or entity. This agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. IN WITNESS WHEREOF,this agreement has been executed by the parties this 1974. PLATTE RIVER POWER AUTHORITY ASSIGNMENT WHEREAS,Platte River Power Authority (hereafter, Platte River"),is an agency and instrumentality of the City of Loveland,Colorado (hereafter,the "Municipality"),and supplies at wholesale electric power and energy requirements of the Municipality for resale by its municipal electric utility;and WHEREAS,Platte River will require additional electric generating capacity when the limits of its existing and scheduled energy resources have been reached,presently anticipated for the year 1982,and Platte River anticipates that such additional capacity will be located in the Platte River drainage basin;and WHEREAS,the limited availability of water sources in Eastern Colorado to meet the cooling requirements incident to any proposed thermal-electric generating facility makes the acquisition of adequate water supplies essential to Platte River’s and the Municipality's future power supply;and WHEREAS,the Municipality is a participant in the Municipal Subdistrict,Northern Colorado Water Conservancy District and entitled as such to a preferential right to contract for an allotment equal to one-sixth (1/6)of the waters developed by the said Subdistrict; NOW,THEREFORE,the Municipality does by these presents assign,transfer and convey to Platte River one-half 1/2)of its preferential right to contract for said allot¬ ment,or any part thereof. And Platte River,in consideration of said assign¬ ment,does agree with the Municipality: EXHIBIT B 1).That within three (3)years from the execution of an allotment contract between the said Sub¬ district and Platte River for the use of the waters allotted to Platte River by virtue of this assignment,Platte River shall reimburse the Municipality for that portion of the assessments heretofore paid by the Municipality to the Sub¬ district and to the Six Cities Water Committee in connection with the investigation,protection and development of the so-called "Windy Gap Project",which is attributable to the preferential right herein assigned to Platte River,and 2).Except for the use of the waters allotted to Platte River by virtue of this agreement in connection with the generation of electric energy in a thermal-electric project or projects in which Platte River participates,if Platte River shall ever offer the right to the use of any of such water,through development or reuse potential, transfer,lease or sale of any portion of the allotment,or otherwise,to any other person or entity,it shall first offer the use thereof to the Municipality on substantially similar terms and conditions as those at which such right of use is offered to such other person or entity. This agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. IN WITNESS WHEREOF,this agreement has been executed 2- S-310^ ASSIGNMENT WHEREAS,Platte River Power Authority (hereafter, Platte River"),is an agency and instrumentality of the Town of Estes Park,Colorado (hereafter,the "Municipality"), and supplies at wholesale the electric power and energy re¬ quirements of the Municipality for resale by its municipal electric utility;and WHEREAS,Platte River will require additional elec¬ tric generating capacity when the limits of its existing and scheduled energy resources have been reached,presently an¬ ticipated for the year 1982,and Platte River anticipates that such additional capacity will be located in the Platte River drainage basin;and WHEREAS,the limited availability of water sources in Eastern Colorado to meet the cooling requirements incident to any proposed thermal-electric generating facility makes the acquisition of adequate water supplies essential to Platte River's and the Municipality's future power supply;and WHEREAS,the Municipality is a participant in the Municipal Subdistrict,Northern Colorado Water Conservancy District and entitled as such to a preferential right to contract for an allotment equal to one-sixth (1/6)of the waters developed by the said Subdistrict; NOW,THEREFORE,the Municipality does by these pre¬ sents assign,transfer and convey to Platte River one-half 1/2)of its preferential right to contract for said allot¬ ment,or any part thereof. And Platte River,in consideration of said assignment, does agree with the Municipality: 1.Within three (3)years from the execution of an allotment contract between the said Subdistrict and Platte River for the use of the waters allotted to Platte River by virtue of this assignment,Platte River EXHIBIT C one-half (1/2)of the shall reimburse the Municipality for/assessments heretofore paid by the Municipality to the Subdistrict and to the Six Cities Water Committee in connection with the investigation, protection and development of the so-called "Windy Gap Pro¬ ject,"and 2.Except for the use of the waters herein assigned in connection with the generation of electric energy in a thermal-electric project or projects in which Platte River participates,if Platte River shall ever offer the right to the use of any of such waters,through development of reuse potential,transfer,lease or sale of any portion of the al¬ lotment,or otherwise,to any other'person or entity,it shall first offer the use thereof to the Municipality on substan¬ tially similar terms and conditions as those at which such right of use is offered to such other person or entity. This agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. IN WITNESS WHEREOF,this agreement has been executed by the parties this day of ,1974. PLATTE RIVER POWER AUTHORITY 2- Town of Estes Park Page 7 Comprehensive Water Master Plan SECTION 1: WATER RIGHTS - SUMMARY OF CURRENT PORTFOLIO AND CONSIDERATIONS ASSOCIATED WITH POTENTIAL CHANGES TO WATER SYSTEM 1. INTRODUCTION The focus of this Comprehensive Water Master Plan is long term operational reliability, quality and efficiency. Changes to the water system were evaluated that allow the town to divert water from the Big Thompson River for treatment at either Glacier Creek Water Treatment Plant (GCWTP) or Mary’s Lake Water Treatment Plant (MLWTP). In support of this evaluation, FEI was asked to review the Town’s water rights portfolio and consider what adjustments may be required to operate new point(s) of diversion from the Big Thompson River. 2. WATER RIGHTS PORTFOLIO SUMMARY The Town’s water rights portfolio as of the date of this report includes a combination of contractual and direct flow water rights. These water rights are used through GCWTP and MLWTP to supply the Town’s water service area. Figure 1 presents a map showing the general location of the main components of the Town’s raw water system and decreed points of diversion of the Town’s water rights. The Town’s water rights are listed as follows, and detailed further within this report: Bureau of Reclamation Contract – 500 acre-feet (AF); Colorado Big Thompson Allotment – 1,217 units (1,217 AF); Windy Gap Allotment – 3 units (300 AF); Glacier Creek Pipeline – 2 cubic feet per second (cfs); Estes Park Town Company Pipeline and Estes Park Water Company Pipeline – 2 cfs total Estes Park Fall River Cascade Diversion – 1.55 cfs. 2.1. Bureau of Reclamation Contract (“Bureau Water”) The base of the Town’s water supply is 500 AF of water derived through a contract with the United States Department of the Interior’s Bureau of Reclamation (“Bureau”). This water is referred to as the “Bureau Water”. The details of this water supply, including the history, terms and conditions of the current contract, and potential risks are summarized below. ATTACHMENT 2 I Focused.engaged.Innovative. ENGINEERS **** Of Attachment 3, 2026-08-11 Town of Estes Park Page 8 Comprehensive Water Master Plan This page was left blank intentionally I Focused.engaged.Innovative. ENGINEERS **** Date: 2/3/2015 File: DiversionPoints.mxd TOWN OF ESTESPARKWATERMASTERPLAN DIVERSION LOCATIONS AND WATER RIGHTS 3Q 3Q 2 2 2 2 2 2!!2 2 Estes ParkSanitationApproximatePointofDischarge Upper ThompsonSanitationApproximatePointofDischarge Estes ParkCascadeDiversion GlacierCreekDiversions PotentialIntakeLocation1 PotentialIntakeLocation2 MarysLakeWaterTreatmentPlantDiversion LAKE ESTES MARYSLAKE FishCreek BuckCreek Big ThompsonRiver BigThompsonRiver EastForkFishCreek FishCreek BeaverBrook Beaver Brook BlackCanyonCreek FallRiver FallRiver FallRiver BigThompson River AspenBrook GlacierCreek MillCreek WindRiver LittleThompsonRiver DryGulch UV7 UV66 36 34 36 34 36 0 2,000 4,000Feet00.5 1 Miles 2 Diversion Points Bureau Delivery & Recording Point WastewaterDischargePoint 3Q WaterTreatmentPlant Streams Lakes CBT System Line Town Boundary Rocky MtnNationalPark YMCA Boundary This product is forreferencepurposesonlyandisnottobeconstruedasalegaldocumentorsurveyinstrument. Annual Amount Daily Limit ( mgd) Annual Estimated Firm Yield1 Daily Estimated Firm Yield Point of Use 500 AF 500 AF Marys Lake WTP4 1,217 AF No daily mgd limit 608.5 AF2 No daily limit Marys Lake WTP4 3 Units ( 300 AF) No daily mgd limit 150 AF3 No daily limit Marys Lake WTP4 2 cfs 1,448 AF 1.29 mgd Glacier Creek WTP5 2 cfs 1,448 AF 1.29 mgd Glacier Creek WTP5 1.55 cfs 1,122 AF 1.0 m gd Fall River6 1. 2. 3. 4. 5. 6. Note: 2014 treatment was 1,628 AF, 2034 projection is 2,348 AF M ust be moved through Water Court. Water Right Summary Table Estes Park Cascade Diversion Annual volume and maximum day volume requirements must be met. Limitations exist on these rights which reduce the yield. 608.5 is based on a 50% quota. Requires "Integrated Operations" in Windy Gap Carriage contract, aka "In lieu program" (40 year contract signed 19 December 2014). Annual firm water at Marys WTP is 1,285 AF which is not enough to supply the Town, i.e. Marys WTP needs additional water to be reliable all year. M ax daily available water at Glacier WTP is 2.4 mgd, short of future demand, i.e. Glacier WTP needs additional water & expanded capacity to be reliable all year. Water Right Name Bureau of Reclamation ContractColoradoBigThompson Allotment Windy Gap Allotment Glacier Creek Pipeline Estes Park Town Company Pipeline and Estes Park Water Company Pipeline Loveland, CO | 970-667-0501www.invisiongis.com Town of Estes Park Page 10 Comprehensive Water Master Plan 2.1.1 Bureau Water - Current Contract Terms and Conditions The 1994 amendatory contract supersedes and replaces the 1939 agreement, and provides for the following terms and conditions: The contract provides for annual water supply of 500 AF from November 1 through October 31, for 25 years after the execution of the contract (until 2019); The Town has the option to renew the contract for an additional term of 25 years taking the contract out until 2044) by written request to the Bureau two years prior to the 2019 expiration (written request due in 2017); Prior to renewal, all terms and conditions can be renegotiated, excluding the 500 AF amount, which is not negotiable; The water is to be delivered and measured at either the Estes Powerplant penstocks or the Mary’s Lake Powerplant Gatehouse; A power interference fee will be assessed to the Town based on where the water is delivered, to compensate for reduced flows through the Bureau’s power plants; and After the second 25-year period (in 2044), a new contract would need to be negotiated with the Bureau. At this point there is no guarantee of a 500 AF supply going forward. The Bureau Water supply is one-time use water that was previously challenged by the Town (and upheld by the court). Return flows resulting from the one-time use of this supply cannot be captured for re-use by the town. A summary of the pros, cons, annual yield, and location of delivery of the Bureau Water is presented in Table 4. Table 4. Bureau Water Summary of Key Information Pros Cons 500 AF/year (through 2044). Not subject to CBT quota. Low cost. System already in place for direct delivery to MLWTP. Contract renews in 2019 & 2044. No guarantee of 500 AF yield with 2044 contract renewal. Single use water. Based on current infrastructure, location of delivery limited to MLWTP. ANNUAL YIELD: 500 AF/year (Nov 1 – Oct 31) LOCATION OF DELIVERY: To be delivered and measured at the Estes Powerplant penstocks or the Mary’s Lake Powerplant Gatehouse 2.2. Colorado Big-Thompson Project Allotment The Town currently possesses a contract with Northern Colorado Water Conservancy District Northern Water”) for 1,217 units in the CBT Project. The CBT Project, originally constructed by the Bureau and managed by Northern Water, collects water from the upper Colorado River basin on the west slope of the continental divide, and delivers it across the divide to the highly populated areas of Colorado on the east slope. Eighty (80) percent of CBT Project water comes from snowmelt, and a complex system of reservoirs, pumping plants, tunnels, pipelines, and power plants helps convey the Focused,engaged.Innovative. Town of Estes Park Page 11 Comprehensive Water Master Plan water across the continental divide. A figure showing the components of the CBT Project is presented in Figure 1. The Division 5 water rights associated with the CBT Project are listed below in Table 5. Table 5. Division 5 Colorado-Big Thompson Project Water Rights Decree Structure Source Appropriation Date Amount CA2782 CBT Alva B Adams Tunnel North Fork Colorado River 8/1/1935 550 cfs CBT Granby Pump Canal North Fork Colorado River 8/1/1935 1,100 cfs CBT Willow Creek Feeder Willow Creek 8/1/1935 400 cfs CBT Granby Reservoir North Fork Colorado River 8/1/1935 543,758 AF CBT Shadow Mtn Grand L North Fork Colorado River 8/1/1935 19,669 AF CBT Willow Creek Reservoir Willow Creek 8/1/1935 10,553 AF The CBT Project was designed to deliver 310,000 AF to its allottees on an annual basis, and there are 310,000 units of CBT Project water that are contracted by various irrigation, municipal, and industrial users on the east side of the continental divide. Annually, Northern Water determines the CBT quota,” which is the percentage of the maximum allotment unit-holders can expect to receive that year. If the full 310,000 AF of yield is expected, that corresponds to a 100 percent quota and each stakeholder will receive 1 AF per unit of CBT Project Water. If the quota is 60 percent, only 186,000 AF of yield is expected, and stakeholders will receive 0.6 AF per unit of CBT Project Water. When the CBT Project was first realized, irrigators made up the vast majority of the stakeholders. For this reason, the annual quota was determined in April so that the yield was as certain as possible for the upcoming irrigation season. With more and more municipal and industrial entities obtaining units of CBT Project Water, in 2002 Northern Water saw fit to issue a conservative initial quota in November that would allow non-irrigation season users to better predict their CBT yield for the year. If additional water is to become available after the initial quota, a supplemental quota is offered in April, and if the quota requires further adjustment, an additional supplemental quota can be applied after that as well. For example, in 2008 the November quota was 60%, the April quota was 10%, and there was another supplemental quota in July for 10%, making for a total yearly quota of 80%. Based on the Town’s ownership of 1,217 units of CBT Project Water, this ownership could theoretically amount to 1,217 AF/yr but a 100% yearly quota has only occurred 10 times dating back to the beginning of the project in 1957. The average quota over the lifetime of the project has been 74% and the lowest quota was 50% and occurred in 1983, 1990, 1996, 1998 and 2003. Based on this information, it would be reasonable to expect the Town’s interest in CBT Project Water to be worth between 608.5-1,217 AF/yr. CBT Project Water is considered one-time use water. Return flows resulting from the one-time use of this supply cannot be captured for re-use by the town. A summary of the pros, cons, annual yield, and location of delivery of the CBT Project Water is presented in Table 6. Focused,engaged.Innovative. Town of Estes Park Page 12 Comprehensive Water Master Plan Table 6. 1,217 CBT Project Units Summary of Key Information Pros Cons Senior water rights. Low cost. Excess water can be rented and/ or transferred. System already in place for direct delivery to MLWTP. Annual yield is variable. Single use water. Based on current infrastructure, location of delivery limited to MLWTP. ANNUAL YIELD: 608.5 – 1,217 AF/year (Nov 1 – Oct 31) LOCATION OF DELIVERY: Currently delivered and measured at Mary’s Lake Powerplant Gatehouse 2.3. Windy Gap Project Allotment The Town was one of the original participants in the Windy Gap Project, and currently possesses 3 units with a maximum yield of 300 AF. The Windy Gap Project consists of a diversion dam on the Colorado River, a 445 AF reservoir, pumping plant, and six-mile pipeline to Lake Granby. Windy Gap water is stored in Lake Granby before it is delivered to water users via the CBT distribution system. The Division 5 water rights associated with the Windy Gap project are listed below in Table 7. Table 7. Division 5 Windy Gap Project Water Rights Decree Structure Source Appropriation Date Amount CA1768 Windy Gap Pump PL Canal Colorado River 6/22/1967 300 cfs conditional) W-4001 Windy Gap Pump PL Canal Colorado River 7/9/1976 100 cfs conditional) 80CW108 Windy Gap Pump PL Canal Colorado River 4/30/1980 200 cfs conditional 89CW0298 Windy Gap Pump PL Canal Colorado River -- 600 cfs absolute) CA1768 Windy Gap Reservoir Colorado River 6/22/1967 1,546.14 AF conditional) 88CW169 Windy Gap Reservoir Colorado River -- 445.00 AF absolute) The Windy Gap Project was designed to deliver an average of 48,000 AF/yr to participants, but if Lake Granby is full, Windy Gap water is the first to spill from the reservoir. This can lead to Windy Gap supplies being unreliable during wet years or any other time when Lake Granby is approaching full capacity. The existing Windy Gap Reservoir was not intended for water storage, but acts as a forebay for water before it is pumped to Lake Granby. The permits and legal decrees for the project permit it to divert a maximum of 90,000 AF/yr, and Northern Water is attempting to firm up Windy Gap supplies with the proposed Windy Gap Firming Project, which would include the proposed 90,000 AF Chimney Hollow Reservoir that is exclusively for storing Windy Gap Project water. There are a total of 480 units of Windy Gap water. Each unit corresponds to 100 AF of potential yield. The Town owns 3 units, or 300 AF maximum yield, of the total. At the present time, the supply of Windy Gap is not firm. The Town’s interest in Windy Gap is presently worth 300 AF on an annual basis. Until Chimney Hollow Reservoir is built there is potential a potential reduction in the 300 AF. Focused,engaged.Innovative. Town of Estes Park Page 13 Comprehensive Water Master Plan Windy Gap water is considered reusable. Provided the Town can maintain dominion and control of return flows, those return flows can be utilized by the Town for other decreed uses. The return flows are at the two sewer district plant discharges. A summary of the pros, cons, annual yield, and location of delivery of the Windy Gap water is presented in Table 8. Table 8. 3 Units Windy Gap Summary of Key Information Pros Cons Senior water rights. Fully consumable source. Excess water can be rented and/ or transferred. System already in place for direct delivery to MLWTP. Annual yield is variable. Based on current infrastructure, location of delivery limited to MLWTP. High cost. ANNUAL YIELD: 0* – 300 AF/year (Nov 1 – Oct 31) When the carriage contract for Integrated Operations is finalized, the firm yield of the Windy Gap source of water will increase to approximately 150 AF/YR. LOCATION OF DELIVERY: Currently delivered and measured at Mary’s Lake Powerplant Gatehouse 2.4. Glacier Creek Pipeline Direct Flow Right A water right for the Glacier Creek Pipeline was adjudicated on November 14, 1939 in Civil Action No. 10077. Water rights for Estes Park Town Company Pipeline and Estes Park Water Company Pipeline Extension were also decreed in this general adjudication. In CA 10077, the Town of Estes Park was awarded a conditional water right for the Glacier Creek Pipeline in the amount of 2 cfs for domestic and irrigation purposes. The appropriation date for the Glacier Creek Pipeline water right is May 20, 1925. It is our understanding that the Glacier Creek Pipeline conditional water right was made absolute on April 15, 1942. A summary of the decree information for the Glacier Creek Pipeline direct flow water right is presented in Table 8. Relative to other water rights in the South Platte Basin, the water right for Glacier Creek Pipeline is relatively junior. To maximize the use of this water right as a source of water for the Town of Estes Park, the Glacier Creek Pipeline water right was included in the Town of Estes Park Augmentation Plan, decreed in Case 97CW0126. The details of this augmentation plan are described in further detail below. 2.5. Estes Park Cascade Diversion Direct Flow Right Case No. 90CW206 appropriated an absolute water right for the Estes Park Cascade Diversion priority, as well as a 3.45 cfs conditional water right for an enlargement. Diligence for the 3.45 cfs conditional water right was established in Case No. 98CW244. No diligence was filed subsequent to Case No. 98CW244 and it is our understanding that this conditional water right has been abandoned. The source of water for the Estes Park Cascade Diversion is Fall River. The absolute water right in the amount of 1.55 cfs has an adjudication date of December 31, 1990 and an appropriation date of December 31, 1959. The decreed uses for the Estes Park Cascade Diversion water right are all municipal uses, including irrigation of golf courses and parks and other lands served by the Town’s municipal water system, firefighting, domestic, commercial, industrial and piscatorial. A summary of the decree information for the Estes Park Cascade Diversion direct flow water right is presented in Table 8. Focused,engaged.Innovative. Town of Estes Park Page 14 Comprehensive Water Master Plan Relative to other water rights in the South Platte Basin, the water right for Estes Park Cascade Diversion is very junior. The Estes Park Cascade Diversion is included as an “exchange to point” in the Town of Estes Park Augmentation Plan, decreed in Case 97CW0126. The details of this augmentation plan are described in further detail below. Based on our review of the publically available information related to Estes Park Cascade Diversion, it does not appear that an alternate point of diversion has been decreed for this water right. 2.6. Estes Park Town Company Pipeline and Estes Park Water Company Pipeline Extension Direct Flow Rights The Estes Park Town Company Pipeline was originally decreed for irrigation and domestic use in the amount of 2.00 cfs in Civil Action No. 10077; having an adjudication date of November 14, 1939 and an appropriation date of September 25, 1905. The source of water for the original adjudication of the Estes Park Town Company Pipeline was Black Canyon Creek, a tributary of the Big Thompson River. The Estes Park Water Company Pipeline Extension was originally decreed for irrigation and domestic use in the amount of 1.73 cfs in Civil Action No. 10077; having an adjudication date of November 14, 1939 and an appropriation date of November 9, 1911. The source of water for the original adjudication of the Estes Park Town Company Pipeline was Black Canyon Creek, a tributary of the Big Thompson River. A summary of the original decree information for Estes Park Town Company Pipeline and Estes Park Water Company Pipeline Extension direct flow water rights is presented in Table 9. The Town of Estes Park Augmentation Plan, decreed in Case 97CW0126, included a change of water rights for the Estes Park Town Company Pipeline and the Estes Park Water Company Pipeline Extension water rights. The changes decreed for these water rights in Case 97CW0126 included a change in point of diversion to the Glacier Creek Pipeline on Glacier Creek and a reduction in the total amount of diversion under the two rights to be limited to 2.00 cfs. The use of these water rights in the Town of Estes Park Augmentation Plan is further described below. Table 9. Decree Information for Park Direct Flow Water Rights Name WDID Source Adjudication Date Appropriation Date Decreed Use Amount Glacier Creek Pipeline 0400648 Glacier Creek 11/14/1939 5/20/1925 Domestic, Irrigation 2.0 cfs Estes Park Cascade Diversion 0400700 Fall River 12/31/1959 12/31/1959 Municipal purposes, including irrigation of golf courses and parks and other lands served by the Town’s municipal water system, firefighting, domestic, commercial, industrial and piscatorial”. 1.55 cfs Estes Park Town 0400564 Black Canyon Creek 11/14/1939 9/25/1905 Domestic, irrigation, and “manufacturing and mechanical uses 2.0 cfsa/ Focused,engaged.Innovative. Town of Estes Park Page 15 Comprehensive Water Master Plan Name WDID Source Adjudication Date Appropriation Date Decreed Use Amount Company Pipeline ordinarily made of a municipal water supply” Estes Park Water Company Pipeline Extension 0400661 Black Canyon Creek 11/14/1939 11/9/1911 Domestic, irrigation, and “manufacturing and mechanical uses ordinarily made of a municipal water supply” 1.73 cfsa/ a/ Per Case No. 97CW0126, the total diversion amount under these two rights is limited to 2.00 cfs. 3. AUGMENTATION PLAN - CASE NO. 97CW0126 The direct flow water rights owned by the Town of Estes Park are junior relative to downstream water rights on the South Platte River. As such, these water rights alone do not provide a reliable municipal supply. In 1997, the Town of Estes Park filed an application in Water Court for an augmentation plan that would allow the Town to continue taking delivery of its direct flow water rights even when being curtailed by downstream senior water rights in Division 1. The Town of Estes Park Augmentation Plan, decreed in Case No. 97CW0126, allows for three separate claims. Together, these three claims allow for the Town to divert native water out -of-priority for municipal use and replace any depletions so that downstream water rights are not injured. The three components included in Case No. 97CW0126 are: A change of water rights for Estes Park Town Company Pipeline and the Estes Park Water Company Pipeline Extension, A plan for augmentation, and A conditional right of substitution and exchange. The water district identifier used by the State Engineer’s Office to track the Town of Estes Park Augmentation Plan is 0407000. As described above, the change of water rights for Estes Park Town Company Pipeline and the Estes Park Water Company Pipeline Extension included a change in point of diversion to the Glacier Creek Pipeline on Glacier Creek and a reduction in the total amount of diversion under the two rights to be limited to 2.00 cfs. The decree in Case No. 97CW0126 includes a number of terms and conditions relating to this change of water right, including but not limited to: The total amount of diversion of the water rights will not exceed 2.00 cfs, The in-priority diversion of the two water rights will be made exclusively at the Glacier Creek point of diversion and not at the original points of diversion, and Diversion of the water rights at the Glacier Creek point of diversion is to be limited to the amount of water physically available in priority at the original points of diversion. The plan for augmentation decreed in Case No. 97CW0126 is the crux of the Town’s municipal water supply operations; the plan allows for diversions of native water through the Town’s water system at times Focused,engaged.Innovative. Town of Estes Park Page 16 Comprehensive Water Master Plan when those diversions would otherwise be out of priority. The source of augmentation water for the Town’s Augmentation Plan is the Town’s Windy Gap Project water. There are some specific aspects of the augmentation plan worth noting: When the direct flow water rights are diverted out-of-priority, the amount of water the Town must replace is calculated as the product of the out-of-priority diversion and the monthly depletion factor shown in Table 9. Table 10. Depletion Factors Decreed in the Town's Augmentation Plan Month Depletion Factor Month Depletion Factor Jan 6% Jul 13% Feb 6% Aug 11% Mar 6% Sep 10% Apr 7% Oct 8% May 12% Nov 6% Jun 17% Dec 6% When diverting out-of-priority, the Town is required to maintain accounting showing the daily diversion and replacement requirements. At the end of each month the Town is to transfer an amount of Windy Gap water equal to the out-of-priority depletion for the past month. However, during the period of June 1st through September 30th of each year, at the request of the Water Commissioner, the Town shall transfer the amount of Windy Gap water equal to the daily out-of- priority depletion on a daily basis. On average, the depletion factor for the Town’s replacement requirement is 9%; meaning, for every 1 AF diverted out-of-priority, the Town must use 0.09 AF of Windy Gap water to satisfy the replacement requirements. Applying the same logic, an allocation of 200 AF of Windy Gap water would allow for the out-of-priority diversion of approximately 2,222 AF. Whenever the calling water right is decreed to the Foothills Conduit, the Town must provide replacement water from sources that deliver to the Big Thompson River upstream of the diversion point for the Foothills Conduit; The third component of Case No. 97CW0126 is the exchange. The exchange exists so that Windy Gap Project water delivered at either of the two points described above can be exchanged for diversions taking place at the Town’s intakes. The exchange was decreed as a conditional water right at a maximum rate of 6.2 cfs with an appropriation date of March 31, 1997. The exchange from points include the Estes Park Sanitation District Wastewater Treatment Plant outfall and the Upper Thompson Sanitation District outfall. The exchange to points are the Estes Water Park Systems Intakes (any of the diversion points identified above). 4. TOWN LEASES TO OTHER WATER USERS In considering the supply of water that the Town of Estes Park has available to meet its municipal demand it is important to consider the commitments that the Town has made to supply water to other entities. The Town currently leases a portion of its water supplies to other water users. Because the source of supply for these commitments is Windy Gap water, and Windy Gap water is fully consumable, these leases can be satisfied by direct delivery of Windy Gap water or second use of the Windy Gap supply. Second use of the Windy Gap supply is the return flow component of Windy Gap water delivered through the Town’s municipal water supply system. A summary of these leases is provided below in Table 11. Focused,engaged.Innovative. Town of Estes Park Page 17 Comprehensive Water Master Plan Table 11. Town Leases of Water Supplies to Other Users Entity Source Amount Expiration Date Terms Cheley Colorado Camps, Inc. Windy Gap Project 8 AF December 31, 2032 Released monthly from Lake Estes or by exchange at MLWTP May - Oct Continental Water Bank, Inc. Windy Gap Project 8 AF September 27, 2025 Released by exchange in May Requires coordination w/ NCWCD Glacier View Water System, Inc. Windy Gap Project 1 AF December 2, 2023 Released by exchange in May Requires coordination w/ NCWCD Mary’s Lake Campground Well Windy Gap Project 1 AF September 27, 2031 Released monthly from Lake Estes or by exchange at MLWTP May – Oct 5. HISTORY OF WATER USE For the purpose of administering the Town’s augmentation plan in Case 97CW0126, an accounting form was prepared. Among other things, this accounting form tracks the amount of water delivered to the water treatment plants for treatment and the amount of Bureau Water, Windy Gap water, and CBT water used by the Town. Table 11 and Figure 2 below present the annual amount of water delivered for treatment at the two water treatment plants in the Town of Estes Park, MLWTP and GCWTP. The ramp up between 2004 and 2006 is likely the delayed response of water demand increasing following the 2002 drought. Since 2006, the demand for water and therefore the amount of water delivered to the Town’s treatment plants has ranged from 1,500 AF/year to 1,646 AF/year. Table 12. Delivery of Water to MLWTP and GCWTP Irrigation Year Water Delivered to MLWTP AF) Water Delivered to GCWTP AF) Total Water Delivered to WTPs AF) 2004 749.3 706.5 1,455.8 2005 592.4 992.7 1,585.1 2006 653.4 1,015.6 1,669.0 2007 617.9 1,031.5 1,649.4 2008 626.0 992.9 1,618.9 2009 235.1 1,272.7 1,507.8 2010 816.3 792.3 1,608.6 2011 1,130.4 493.1 1,623.6 2012 649.2 996.8 1,646.0 2013 806.6 772.9 1,579.5 2014 802.7 830.7 1,633.4 Focused,engaged.Innovative. Town of Estes Park Page 18 Comprehensive Water Master Plan Figure 2. Estes Park Annual WTP Delivery Table 13 and Figure 3 below present the annual use of Bureau Water, Windy Gap water, and CBT sources. With the exception of 2009, when the MLWTP was offline for construction, the Town relies upon the Bureau Water as the main source of supply at MLWTP Table 13. Annual Use of Bureau Water, Windy Gap Water, and CBT Water Irrigation Year Bureau Water AF) Windy Gap Water AF) CBT Sources AF) Sum of Bureau Water, Windy Gap, and CBT AF) 2004 500.2 90.7 159.9 750.8 2005 488.0 108.1 22.4 618.5 2006 500.1 163.9 38.0 702.0 2007 500.0 123.2 22.1 645.3 2008 500.3 126.4 27.5 654.2 2009 162.2 128.2 0.0 290.4 2010 500.1 92.4 223.1 815.6 2011 499.1 30.9 549.7 1,079.6 2012 500.0 84.3 104.0 688.3 2013 499.8 90.8 254.4 845.0 2014 499.9 69.4 232.9 802.3 Average 468.2 100.8 148.5 717.5 Treated at MLWTP EEI Focused,engaged.Innovative. Town of Estes Park Page 19 Comprehensive Water Master Plan Figure 3. Annual Use of Bureau Water, Windy Gap Water, and CBT Water As described above, in an average year the Bureau Water, Windy Gap water, and CBT water could yield approximately 1,552 AF (assumes 500 AF for Bureau Water, 200 AF for Windy Gap, and 852 AF for CBT supply). This number represents the average annual amount of water that could be available for treatment at MLWTP. Between 2004 and 2013, the average annual amount of water treated at the MLWTP was 717.5 AF/year. Based on the average annual supply of the Bureau Water, Windy Gap water, and CBT water, there could be as much as an additional 835 AF or water available for treatment at MLWTP. This analysis does not consider the treatment capacity of MLWTP or available capacity in the distribution system served by MLWTP. 6. CONSIDERATIONS FOR FUTURE USE To address future water demands in Estes Valley, the Town is considering construction of a new point of delivery off the Big Thompson River. The purposes of the new point of delivery would be to provide redundancy in the system and allow for sources traditionally treated at GCWTP to be able to be treated at MLWTP, and vis-versa, for sources traditionally treated at MLWTP to be able to be treated at GCWTP. Based on our review of the Town’s water rights, the following is a list of items that should be further considered as part of the investigation into this change. According to the November 23, 1994 Amendatory Contract, it appears that the Bureau Water is to be delivered and measured at either the Estes Powerplant penstocks or the Mary’s Lake Powerplant Gatehouse. Other than delivering and measuring at either of these points, there do not appear to be any limits on the place of treatment for the water. It is our recommendation that the Town obtain a legal opinion as to if the Bureau Water can be treated at GCWTP if it is first measured at one of the two delivery points. If Bureau Water can be treated at GCWTP, two mechanisms to get the water to a new point of delivery would be exchange or trade. Based on our review of the decree entered in Case 97CW0126, it is not clear if the Bureau Water or the CBT water can be used in the exchange decreed in 97CW0126. If these sources of water cannot be used in the existing exchange, a new water court case could be filed that would allow for the exchange of Bureau Water and CBT water up to the Glacier Creek pipeline diversion or a new point of diversion off Big Thompson 1,200 1,000 5 800 SD 600 4>| 400 200 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Irrigation Year CBT Sources Windy Gap Bureau Water FEI Focused.Engaged.Innovative. Town of Estes Park Page 20 Comprehensive Water Master Plan River. In the alternative, the Town, in connection with NCWCD, may be able to structure a trade whereby NCWCD would make water available to the Town in Glacier Creek or Big Thompson Creek upstream of the future point of diversion and the Town would then make water available to NCWCD in Lake Estes. Provided NCWCD has a source of water it can reliably make available to the Town upstream of the Town’s point of diversion, such a trade may be able to operate without a water court proceeding. The locations of the new points of delivery off the Big Thompson River currently being considered are within the exchange reach conditionally decreed in Case 97CW0126. In reviewing the final decree in this case, it is not clear if water can be diverted be exchange at point that is in between the decreed exchange-to and exchange-from point. It is our recommendation that the Town obtain a legal opinion on this matter. Based on our review of the final decree in Case 97CW0126, it appears that the exchange utilized by the Town was decreed as conditional and never made absolute. Based on accounting reviewed in support of this analysis, it appears that the exchange has been operating since at least 2009. It is our recommendation that the Town obtain a legal opinion as to the status of the exchange. Prior to filing any water court application for a new alternate point of diversion for the Town’s existing portfolio of water rights, a legal opinion should be obtained concerning the potential for re-quantification of the water rights and the impact such re-quantification could have on the Town’s existing decreed augmentation plan. I Focused.engaged.Innovative. ENGINEERS **** The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Paul Hornbeck, Senior Planner Department: Community Development Date: August 11, 2026 Subject: Resolutions 87-26, 88-26, and 89-26 regarding Fall River Village II PUD and Subdivision Plats, Estes Park Housing Authority, Owner/ Applicant Type: Public Hearing, Land Use, Quasi-Judicial Town Board voted at the July 28, 2026 meeting to continue Resolutions 87-26, 88-26, and 89-26 to the next regularly scheduled Town Board meeting. The applicant is unable to attend the August 11th, 2026 meeting and requests the three items be continued to the August 25, 2026 meeting. Since Resolution 87-26 was opened to public comment on July 28th prior to the continuance, the Board must again open that item for public comment prior to taking action on this continuance request. The other two resolutions do not require public comment prior to taking action on the continuance since they were not previously opened to public comment. Sample Motion: 1. I move to continue Resolutions 87-26, 88-26, and 89-26 to the next regularly scheduled Town Board meeting. Public Comment Received On 8/10/2026  Board of Trustees Public Comment Name: Dave Albee Stance on Item: Neutral Agenda Item Title: Resolutions 87-26, 88-26, and 89-26 Regarding Fall River Village II PUD and Subdivision Plats Public Comment: Everyone is looking for a LIVING AREA – they are not just TRYING TO FIND A HOME. Come walk or bike our trails, visit our area, and feel the rhythm of a community that’s as dynamic as it is welcoming. It is proposed to leave the 3.8 acre of the land “between” the Fall River Trail and the River to a recreation area to give river access to the abundant wildlife, locals, visitors and fisherman. For centuries all kinds of animals have visited the “between” area usually in the early morning or late afternoon. Attached a photo of ewes and lambs utilizing the area but no RAMs. You can see wildlife footprints and droppings all over the land. The value of this “between” land is to allows access to the river and for all to enjoy it. Leave this small area natural open space area. It would be a detriment to the developer ’s design skills if the land is not dedicated to the people and wildlife. The land should be re-zoned for open space. Please reject Resolution 88-26 and 89-26 Dave Albee File Upload Please note, all information provided in this form is considered public record and will be included as permanent record for the item which it references. IMG_081026.JPG 7.98MB The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo Through: Town Administrator Machalek From: Paul Fetherston, Internal Services Director Ian Stewart, Chief of Police Derek Pastor, Project Manager Department: Internal Services Date: August 11, 2026 Subject: Resolution 80-26 Contract with Infusion Architects, LLC for Design Services and Construction Management Assistance for the Estes Park Public Safety Facility Type: Contract/Agreement, Resolution Objective: To advance the current conceptual drawings of the Estes Park Public Safety Facility into schematic designs, and ultimately construction documents. Additionally, the contractor will (a) provide construction management assistance during the construction phase, the contractor; and (b) assist in all aspects of design development including community engagement events, future Town Board presentations and satisfying land use and review requirements. Present Situation: In January 2025, after seeking quotes for professional services from multiple vendors as required by the Town’s purchasing policy, Town staff entered into an agreement with Infusion Architects to assist in Phase 1 of the Estes Park Public Safety Facility. This consisted of (a) meetings with the Police Department staff to develop a programmatic and space needs analyses and assessments; (b) assistance in site analyses of 20+ sites; and (c) culminated with a conceptual design for the preferred Town-owned site location at the northwest corner of Manford Avenue and Community Drive. Phase 2 of design services – which requires a competitive bidding process - will consist of (i) extending the conceptual design into Schematic Designs, Design Documents and Construction Documents; and (ii) extending into Construction Management Assistance which includes providing responses to questions or clarifications of the drawings, reviewing all shop drawings and equipment/materials submittals, routine site visits/inspections, and conducting Owner/Architect/Contractor (OAC) meetings throughout the duration of construction. To secure these services, a Request for Qualifications/ Request for Proposals (RFQ/ RFP) was advertised on March 11, 2026. A mandatory pre-proposal meeting was attended by 24 different companies after which 9 qualified proposals were received. A five-person staff evaluation team consisting of representatives from the Police, Internal Services, and Public Works Departments evaluated and ranked the top three proposals. From that, the top two firms identified based on qualifications and fees were invited for virtual interviews. Following the interviews, the staff evaluation team unanimously recommended entering into fee negotiations with Infusion Architects. Following these negotiations, the staff evaluation team recommends the approval of this professional services contract with Infusion Architects. While Infusion’s fee proposal was not the lowest, the award recommendation is based on a best value evaluation rather than price alone. As outlined in the solicitation, the contract would be awarded to the responsive and responsible consultant whose proposal conforming to the solicitation’s selection factors would be most advantageous to the Town. As such, the evaluation team determined that Infusion demonstrated a comprehensive understanding of the overall project and presented credible strategies to effectively manage costs and deliver the project. Based on these factors, the evaluation team concluded that Infusion’s proposal represents the best overall value to the Town, consistent with the Town’s purchasing standards. Proposal: Authorize the Mayor to sign the contract for design services and construction management assistance for the new public safety facility. If the contract is approved, the Town would only pay for work completed in the event the Town ceases work towards the construction of a new public safety facility. Advantages: • Continuity of services. Infusion is familiar with the history and progress made to this point. • Relationship. There have been positive interactions and meaningful dialogue between Town staff and Infusion Architects. • Experience. Infusion Architects has designed numerous Police Departments and Public Safety Facilities throughout Colorado, including partner agencies such as Larimer Emergency Telephone Authority (LETA) Disadvantages: • Cost: As outlined above, while not the lowest fee proposal, the recommendation is based on the determination that this proposal represents the best overall value. Action Recommended: Town Board approval of the professional services contract with Infusion Architects, LLC is recommended. Finance/Resource Impact: This project will be a single contract that spans multiple years. For 2026, funding has been approved through the Capital Improvement Project budget. Additionally, the Town has secured two separate grants that can be applied toward design and/or construction of the public safety facility. One grant is through the Department of Local Affairs (DOLA) for $100,000 and the other is through the United States Department of Agriculture (USDA) for $1,000,000. If the project proceeds to construction, it is anticipated that the total project cost would be funded through Certificates of Participation. It is important to note that as the Town Board moves forward with and through the design phase and grants in support of the design and construction of a new public safety facility that the Town’s acceptance and expenditure of grant funds constitute a representation to the grantor that the project will be completed. In the event the Town elects not to advance or complete construction of a new public safety facility using the awarded funds, the Town may be required to repay any grant funds that have been distributed and expended. Level of Public Interest: The level of public interest in this award is high, as the design services contract directly supports the development of a critical public safety facility that will serve the community’s long-term health, safety, and emergency response needs. Sample Motion: I move to approve/ deny adoption of Resolution 80-26. Attachments: 1. Resolution 80-26 2. Professional Services Contract with Infusion Architects, LLC 3. Link to Requests for Qualifications / Requests for Proposals (RFQ/RFP) 4. Link to RFQ/RFP Proposals from Infusion Architects 5. Public Safety RFQ Qualifications Scoring Matrix Evaluation 6. Public Safety RFP Fee Proposal Evaluation 7. Link to RFQ/RFP Proposals from D2C Architects RESOLUTION 80-26 APPROVING A PROFESSIONAL SERVICES CONTRACT WITH INFUSION ARCHITECTS, LLC FOR DESIGN SERVICES AND CONSTRUCTION MANAGEMENT ASSISTANCE FOR THE PUBLIC SAFETY FACILITY WHEREAS, the Town Board wishes to enter into a professional services contract referenced in the title of this resolution for the design services and construction management assistance of the public safety facility; and WHEREAS, the cost of the contract with Infusion Architects, LLC, Inc is $1,365,000; and WHEREAS, the Board intends to authorize the Internal Services Director to sign, without additional Board action, change orders that total up to but do not exceed ten percent of the contract value ($136,500) within the project budget. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO: The Board approves, and authorizes the Mayor to sign, the professional services contract referenced in the title of this resolution in substantially the form now before the Board. The Board authorizes the Internal Services Director to spend up to a total of $1,501,500 under this contract. DATED this_____ day of ____________________, 2026. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk APPROVED AS TO FORM: _________________________________ Town Attorney Attachment 1 PROFESSIONAL SERVICES CONTRACT Public Safety Facility Design Services The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and Infusion Architects, LLC (Contractor), a Colorado limited liability company, whose address is 4487 Highland Meadows Pkwy B, Windsor, CO 80550, make this Contract this __________ day of ____________________, 2026, at the Town of Estes Park, Colorado, considering the following facts and circumstances: 1 RECITALS: 1.1 Town desires to use the services of Consultant outlined in Consultant's Proposal; and 1.2 Consultant has agreed to provide the Services outlined in its Proposal, on the terms and conditions stated in this Contract. 2 CONTRACT: This Agreement is a Contract, representing the entire and integrated agreement between the parties and supersedes any prior negotiations, written or oral representations and agreements. The Agreement incorporates the following Contract Documents. In resolving inconsistencies between two or more of the Contract Documents, they shall take precedence in the order enumerated, with the first listed Contract Document having highest precedence. The Contract Documents, except for amendments executed after execution of this Contract, are: 2.1 Change Orders; 2.2 Notice to Proceed; 2.3 Agreement with the United States through its Department of Agriculture for a Rural Development Grant, approved through Congressionally Directed Spending, for $1,000,000, as ultimately executed. 2.4 State of Colorado Intergovernmental Grant Agreement with the Department of Local Affairs for Project EIAF-26-194, for $100,000, as ultimately executed. 2.5 This Contract; 2.6 The following Addenda, if any: Number Date Page(s) 2 March 27, 2026 9 1 March 18, 2026 8 2.7 The following Special Conditions of the Contract, if any: NA Attachment 2 Town of Estes Park Professional Services Contract --Page 2 of 13 Document Title Page(s) 2.8 Notice of Award; 2.9 Request for Qualifications / Proposals, containing 58 pages, dated March 11, 2026; 2.10 Revised Consultant’s Fee Proposal, containing 5 pages, dated June 4, 2026; 2.11 Consultant's Qualifications Proposal, containing 31 pages, dated April 8, 2026; 2.12 Consultant's Fee Proposal, containing 2 pages, dated April 8, 2026; and 2.13 Insurance Certificates. 3 SCOPE OF SERVICES: Consultant shall provide and furnish at its own cost and expense all materials, machinery, equipment, tools, superintendence, labor, insurance and other accessories and services necessary to provide its Services in strict accordance with the conditions and prices stated in the Contract Documents. Additionally, Consultant understands that two grant agreements will fund this Contract and, while they have not been executed or even fully drafted yet, their requirements will control. All obligations required of the Consultant by either grant agreement listed in section 2.3 or 2.4 above, as such agreements are ultimately finalized, are hereby incorporated as obligations of the Consultant under this Contract. The Town intends to update this Contract by change order to provide the Consultant these final agreements. 4 BEGINNING WORK AND COMPLETION SCHEDULE: The Consultant shall begin services under this Contract upon receiving Town’s notice to proceed. Consultant shall timely perform its Services, according to the schedule in the Consultant’s Qualifications Proposal. 5 PRICE: The Town will pay Consultant for the performance of this Contract, not to exceed $1,365,000 (One million three hundred sixty five thousand dollars), as the Price for the total Services performed as stipulated in Consultant's Proposal. This Contract does not create a multiple fiscal year direct or indirect debt or other financial obligation. Each request for service shall incur a concurrent debt for that request only. All financial obligations of the Town under this Contract are contingent upon appropriation, budgeting, and availability of specific funds to discharge such obligations. 6 TIME OF PAYMENTS TO CONSULTANT: The Consultant shall bill its charges to the Town periodically, but no more frequently than once a month. Each bill shall contain a statement of the time the primary employees spent on the Services since the previous bill, a brief description of the Services provided by each such employee, and an itemization of direct expenses. The Town will pay each such bill which it finds to be in accordance with this Contract within forty-five days of its receipt. If Town questions any part of a bill, finds any part of a bill does not conform to this Contract, or claims the right to withhold payment of any part of a bill, it will promptly notify Consultant of the question, nonconformity or reasons for withholding. Town of Estes Park Professional Services Contract --Page 3 of 13 7 QUALIFICATIONS ON OBLIGATIONS TO PAY: No partial payment shall be final acceptance or approval of that part of the Services paid for, or shall relieve Consultant of any of its obligations under this Contract. Notwithstanding any other terms of this Contract, Town may withhold any payment (whether a progress payment or final payment) to Consultant under the following conditions: 7.1 Consultant fails to promptly pay all bills for labor, material, or services of consultants furnished or performed by others to perform Services. 7.2 Consultant is in default of any of its obligations under this Contract or any of the Contract Documents. 7.3 Any part of such payment is attributable to Services not conforming to this Contract. (Town will pay for any part attributable to conforming Services). 7.4 Town, in its good faith judgment, determines that the compensation remaining unpaid will not be sufficient to complete the Services according to this Contract. 8 CONSULTANT'S DUTIES: 8.1 Town enters into this Contract relying on Consultant’s special and unique abilities to perform the Services. Consultant accepts the relationship of trust and confidence established between it and the Town by this Contract. Consultant will use its best efforts, skill, judgment, and abilities. Consultant will further the interests of Town according to Town’s requirements and procedures, according to high professional standards. 8.2 Consultant has and will undertake no obligations, commitments, or impediments of any kind that will limit or prevent its performance of the Services, loyally, according to the Town's best interests. In case of any conflict between interests of Town and any other entity, Consultant shall fully and immediately disclose the issue to Town and, without Town's express approval, shall take no action contrary to Town's interests. 8.3 Consultant’s Services under this Contract shall be of at least the standard and quality prevailing among recognized professionals of expert knowledge and skill engaged in the Consultant's same profession under the same or similar circumstances. 8.4 Consultant's work, including drawings and other tangible work products provided to Town, will be accurate and free from any material errors, and will conform to the requirements of this Contract. Town approval of defective drawings or other work shall not diminish or release Consultant's duties, since Town ultimately relies upon Consultant's skill and knowledge. 8.5 The Contract Documents determine whether the Consultant's Scope of Services includes detailed independent verification of data prepared or supplied by Town. Consultant will, nevertheless, call to Town's attention anything in any drawings, plans, sketches, instructions, information, requirements, procedures, or other data supplied to Consultant (by the Town or any other party) that Consultant knows, or Town of Estes Park Professional Services Contract --Page 4 of 13 reasonably should know, is unsuitable, improper, or inaccurate for Consultant's purposes. 8.6 Consultant shall attend such meetings on the work stated in this Contract, as Town requires. Town will give reasonable notice of any such meetings, so Consultant may attend. Town will pay for any meeting time exceeding Consultant’s total estimate of included hours, according to Consultant’s fee schedule attached to Consultant’s proposal. 8.7 As applicable state and federal laws may require, Consultant will assign only persons duly licensed and registered to do work under this Contract. 8.8 Consultant shall furnish efficient business administration and superintendence and perform the Services in the most efficient and economical manner consistent with the best interests of Town. 8.9 Consultant shall keep its books and records for Services and any reimbursable expenses according to recognized accounting principles and practices, consistently applied. Consultant shall make them available for the Town's inspection at all reasonable times. Consultant shall keep such books and records for at least three (3) years after completion of the Services. 9 TOWN'S DUTIES: 9.1 Town will provide full information to the Consultant on the Town's requirements in a timely manner. 9.2 Town will assist the Consultant by providing such pertinent information available to Town, including maps, studies, reports, tests, surveys and other data, as Consultant specifically requests. 9.3 Town will examine all tests, reports, drawings, specifications, maps, plans and other documents presented by the Consultant to Town for decisions. Town will obtain the advice of other consultants, as the Town thinks appropriate. Town will give decisions to the Consultant in writing within a reasonable time. 9.4 Town will appoint a person to act as Town's representative on this Agreement. This person will have authority to issue instruction, receive information, interpret and define the Town's policies and decisions on the Consultant’s Services. 9.5 Town will give prompt written notice to the Consultant when the Town notices any development that affects the scope or timing of the Services. 10 USE OF FINAL PRODUCT: Consultant may have limited involvement after the completion of this Agreement and lacks control of the future use of Consultant's work. Except for deficiencies in Consultant’s performance under this Agreement, future use and interpretation of Consultant’s work is at the risk of Town or other users. Town of Estes Park Professional Services Contract --Page 5 of 13 10.1 The Consultant will keep record copies of all work product items delivered to the Town. 11 OWNERSHIP OF DOCUMENTS AND OTHER MATERIALS: All drawings, specifications, computations, sketches, test data, survey results, renderings, models, and other materials peculiar to the Services of Consultant or Consultant’s subconsultants under this Contract are property of Town, for its exclusive use and re-use at any time without further compensation and without any restrictions. Consultant shall treat all such material and information as confidential, and Consultant shall neither use any such material or information or copies on other work nor disclose such material or information to any other party without Town's prior written approval. Upon completion of Services, or at such other time as the Town requires, Consultant shall deliver to the Town a complete, reproducible set of all such materials. For copyright ownership under the Federal Copyright Act, Consultant conveys to Town and waives all rights, title and interest to all such materials in written, electronic or other form, prepared under this Contract. Town shall have worldwide reprint and reproduction rights in all forms and in all media, free of any claims by the Consultant or its subconsultants and subcontractors. The Town's rights, granted above, in drawing details, designs and specifications that are Consultant's standard documents for similar projects, and in Consultant’s databases, computer software and other intellectual property developed, used or modified in performing Services under this Contract are not exclusive, but joint rights, freely exercisable by either the Town or the Consultant. All design documents, including drawings, specifications, and computer software prepared by Consultant according to this Contract comprise Consultant's design for a specific Project. Neither party intends or represents them as suitable for reuse, by Town or others, as designs for extension of that same Project or for any other project. Any such reuse without prior written verification or adaptation by Consultant for the specific purpose intended will be at user's sole risk and without liability or legal exposure to Consultant. Except as required for performance under this Contract, Consultant's verification or adaptation of design documents will entitle Consultant to additional compensation at such rates as the Consultant may agree. Town shall not sell the design or otherwise use it other than for its intended purpose. Consultant shall have no liability for use of the design in any other location or for any other project, without Consultant’s written approval. 12 CHANGE ORDERS: Town reserves the right to order work changes in the nature of additions, deletions, or modifications, without invalidating this agreement, and agrees to make corresponding adjustments in the contract price and time for completion. All changes will be authorized by a written change order signed by Town. Work shall be changed, and the contract price and completion time shall be modified only as set out in the written change order. 13 SERVICE OF NOTICES: The parties may give each other required notices in person or by first class mail or by email to their authorized representatives (or their successors) at the addresses listed below: Town of Estes Park Professional Services Contract --Page 6 of 13 TOWN OF ESTES PARK: Derek Pastor, Project Manager 170 MacGregor Ave Estes Park, CO 80517 dpastor@estes.org 970-577-3957 CONSULTANT: Randell Johnson, Principal 4487 Highland Meadows, Pkwy B Windsor, CO 80550 randell.johnson@infusionarchitects.com 970-775-2925 14 COMPLIANCE WITH LAW: Consultant will perform this Contract in strict compliance with applicable federal, state, and municipal laws, rules, statutes, charter provisions, ordinances, and regulations (including sections of the Occupational Safety and Health Administration [OSHA] regulations, latest revised edition, providing for job safety and health protection for workers) and all orders and decrees of bodies or tribunals applicable to work under this Contract. Consultant shall protect and indemnify Town against any claim or liability arising from or based on the violations of any such law, ordinance, regulation, order, or decrees by itself or by its subcontractors, agents, or employees. Town assumes no duty to ensure that Consultant follows the safety regulations issued by OSHA. The Contractor shall indemnify, hold harmless, and assume liability on behalf of the Town and its officers, employees, and agents, for all costs, expenses, claims, damages, liabilities, court awards, attorney fees and related costs, and any other amounts incurred by the Town in relation to the Contractor’s noncompliance with the accessibility standards for an individual with a disability adopted by the Colorado Office of Information Technology pursuant to section 24- 85-103, C.R.S. 15 PERMITS AND LICENSES: The Consultant shall secure all permits and licenses, pay all charges, files, and taxes and give all notices necessary and incidental to the lawful prosecution of its Services. Anyone conducting business in the Town of Estes Park is required a business license which can be obtained from the Town Clerk’s Office. 16 PATENTED DEVICES, MATERIALS AND PROCESSES: The Consultant shall hold and save harmless the Town from all claims for infringement, by reason of fee use of any patented design, device, material, process, or trademark or copyright and shall indemnify the Town for any costs, expenses, and damages, including court costs and attorney fees, incurred by reason of actual or alleged infringement during the prosecution or after completion of Services. 17 INSURANCE: Consultant shall, at its own costs, secure and continuously maintain through the term of this Contract the minimum insurance coverages listed below, with forms and insurers acceptable to Town. In addition, Consultant shall maintain such coverages for the insurance listed in Paragraphs 17.1, 17.3 and 17.4 for two additional years. For any claims- made policy, Consultant shall include the necessary retroactive dates and extended reporting periods to maintain continuous coverage. 17.1 Professional Liability/Errors and Omissions for at least $1,000,000. 17.2 Workers' Compensation according to the Workers' Compensation Act of the State of Colorado and Employer's Liability with limits of at least $500,000. Town of Estes Park Professional Services Contract --Page 7 of 13 17.3 General liability, including contractual liability, of at least $1,000,000 per each occurrence plus an additional amount adequate to pay related attorney's fees and defense cost. Coverage shall include bodily injury, property damage, personal injury, and contractual liability. 17.4 Comprehensive Automobile Liability with minimum limits for bodily injury and property damage coverage of at least $1,000,000 per each occurrence plus an additional amount adequate to pay related attorneys' fees and defense costs, for each of Consultant's owned, hired or non-owned vehicles assigned to or used in performance of this Contract. 17.5 Valuable Papers insurance in an amount adequate to assure the restoration of any plans, drawings, field notes, or other similar data related to the services covered by this Contract in case of their loss or destruction. 17.6 The required general liability and comprehensive automobile liability policies shall contain endorsements to include Town and its officers and employees as additional insureds. The required professional liability and workers’ compensation policies or coverages shall not contain endorsements including the Town, its officers or employees as additional insureds. Every policy required above shall be primary insurance. Any insurance or self-insurance benefits carried by Town, its officers, or its employees, shall be in excess and not contributory to that provided by Consultant. 17.7 Consultant shall, upon request, provide Town a certified copy of each required policy. 17.8 As evidence of the insurance coverages required by this Contract, before beginning work under this Contract, Consultant shall furnish certificates of insurance certifying that at least the minimum coverages required here are in effect and specifying the liability coverages (except for professional liability) are written on an occurrence form to: Town of Estes Park 170 MacGregor Avenue PO Box 1200 Estes Park, CO 80517 Attention: Derek Pastor, Project Manager With the exception of professional liability and workers’ compensation, policy or policies providing insurance as required will defend and include the Town, its Board, officers, agents and employees as additional insureds on a primary basis for work performed under or incidental to this Contract. Required insurance policies shall be with companies qualified to do business in Colorado with a general policyholder’s financial rating acceptable to the Town. The policies shall not be cancelable or subject to reduction in coverage limits or other modification except after thirty days prior written notice to the Town. General liability and automobile policies shall be for the mutual and joint benefit and protection of the Consultant and the Town. These policies shall provide that the Town, although named as an additional insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its Town of Estes Park Professional Services Contract --Page 8 of 13 officers, employees, and agents by reason of acts or omissions of the Consultant, its officers, employees, agents, sub-consultants, or business invitees. They shall be written as primary policies not contributing to and not in excess of coverage the Town may carry. 17.9 If Consultant is self-insured under the laws of the State of Colorado, Consultant shall provide appropriate declarations and evidence of coverage. 17.10 Consultant shall not cancel, change, or fail to renew required insurance coverages. Consultant shall notify Town's designated person responsible for risk management of any reduction or exhaustion of aggregate limits, which Town may deem to be a breach of this Contract. 17.11 The Town relies on, and does not waive or intend to waive, by any provision of this Contract, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, § 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to the parties, their officers, or their employees. 17.12 If any insurance required here is to be issued or renewed on a claims-made form as opposed to the occurrence form, the retroactive date for coverage will be no later than the commencement date of the project and will state that in the event of cancellation or nonrenewal, the discovery period for insurance claims (tail coverage) will be at least 72 months from the date of the completion of the project. 17.13 Consultant shall not cancel, non-renew or cause insurance to be materially changed or replaced by another policy without prior approval by Town. 18 INDEMNIFICATION: 18.1 Consultant and its agents, principals, officers, partners, employees, and subcontractors ("Indemnitors") shall and do agree to indemnify, protect, and hold harmless the Town, its officers, employees, and agents ("Indemnitees") from all claims, damages, losses, liens, causes of actions, suits, judgments, and expenses (including attorneys’ fees), of any nature, kind, or description ("Liabilities") by any third party arising out of, caused by, or resulting from any Services under this Contract if such Liabilities are: (1) attributable to bodily injury, personal injury, sickness, disease, or death of any person, or to the injury or destruction of any tangible property (including resulting loss of use) and (2) caused, in whole or in part, by any error, omission or negligent act of the Consultant, anyone directly or indirectly employed by it, or anyone for whose acts Consultant may be liable. 18.2 If more than one Indemnitor is liable for any error, omission or negligent act covered by this Agreement, each such Indemnitor shall be jointly and severally liable to the Indemnitees for indemnification and the Indemnitors may settle ultimate responsibility among themselves for the loss and expense of any such indemnification by separate proceedings and without jeopardy to any Indemnitee. This Agreement Town of Estes Park Professional Services Contract --Page 9 of 13 shall not eliminate or reduce any other right to indemnification or other remedy the Town, or any of the Indemnitees may have by law. 18.3 As part of this indemnity obligation, the Consultant shall compensate the Town for any time the Town Attorney's Office and other counsel to the Town reasonably spend on such claims or actions at the rates generally prevailing among private practitioners in the Town of Estes Park for similar services. This obligation to indemnify the Town shall survive the termination or expiration of this Agreement. 19 INDEPENDENT CONTRACTOR: Consultant shall perform all Services under this Agreement as an independent contractor, and not as an agent or employee of Town. No employee or official of Town shall supervise Consultant. Consultant shall exercise no supervision over any employee or official of Town. Consultant shall not represent that it is an employee or agent of the Town in any capacity. Consultant’s officers, employees and agents are not entitled to Workers' Compensation benefits from the Town, and Consultant is obligated to pay federal and state income tax on money earned under this Agreement. Except as this Agreement expressly states, Consultant shall, at its sole expense, supply all buildings, equipment and materials, machinery, tools, superintendence, personnel, insurance and other accessories and Services necessary. This Agreement is not exclusive; subject the terms of this Agreement, Town and Consultant may each contract with other parties. 20 PROVISIONS CONSTRUED AS TO FAIR MEANING: Any tribunal enforcing this Agreement shall construe its terms as to their fair meaning, and not for or against any party based upon any attribution to either party. 21 HEADINGS FOR CONVENIENCE: All headings, captions and titles are for convenience and reference only and of no meaning in the interpretation or effect of this Contract. 22 NO THIRD-PARTY BENEFICIARIES: The parties intend no third-party beneficiaries under this Contract. Any person besides Town or Consultant receiving services or benefits under this Agreement is an incidental beneficiary only. 23 TOWN’S RIGHT TO BAR PERSONNEL FROM WORK SITE: For conduct the Town (in its sole discretion) decides may violate applicable laws, ordinances rules or regulations, or may expose Town to liability or loss, Town may bar any person (including Consultant's and subconsultants’ and subcontractors’ employees) from the Town's work sites. Such a bar shall not require any employee's discharge from employment, but shall merely prohibit the employee's presence at Town’s work sites. Such a bar shall not warrant an increase in contract time or Price. 24 WAIVER: No waiver of any breach or default under this Agreement shall waive any other or later breach or default. 25 TERM: This Contract shall commence on the date specified in a forthcoming Notice to Proceed, and shall continue until Services are completed, in the determination of the Town. 26 TERMINATION: Town of Estes Park Professional Services Contract --Page 10 of 13 26.1 In addition to any other available remedies, either party may terminate this Contract if the other party fails to cure a specified default within seven (7) days of receiving written notice of the default. The notice shall specify each such material breach, in reasonable detail. 26.2 Town may, at any time, terminate performance of the work, in whole or in part, for its own convenience. The Town may effect such termination by giving Consultant written Notice of Termination specifying the extent and effective date of termination. In case of termination, for convenience, Town shall pay Consultant for work satisfactorily completed, to the date of termination. The Town shall determine the portion of work completed. 26.3 If either party so terminates, the Consultant shall promptly deliver to the Town all drawings, computer programs, computer input and output, analysis, plans, photographic images, tests, maps, surveys and writer’s materials of any kind generated in the performance of its Services under this Contract up to and including the date of termination. 27 SUSPENSION: Without terminating or breaching this Contract, the Town may, at its pleasure, suspend fee services of the Consultant hereunder. Town may effect suspension by giving the Consultant written notice one (1) day in advance of the suspension date. Upon receipt of such notices the Consultant shall cease their work as efficiently as possible, to keep total charges to a minimum. The Town must specifically authorize any work performed during suspension. Since suspension and subsequent reactivation may inconvenience the Consultant, Town will endeavor to provide advance notice and minimize its use. After a suspension has been in effect for thirty days, the Consultant may terminate this Contract at will. 28 ASSIGNMENT AND DELEGATION: Except as stated, neither party may assign its rights or delegate its duties under this Contract without the express written approval of the other. 29 SUBCONTRACTING: Except subconsultant clearly identified and accepted in the Contractor's Proposal, Consultant may employ subconsultants to perform the Services only with Town's express prior written approval. Consultant is solely responsible for any compensation, insurance, and all clerical detail involved in employment of subconsultants. 30 GOVERNING LAW AND VENUE: The laws of the State of Colorado shall govern enforcement and interpretation of this Contract. Venue and jurisdiction for any court action filed regarding this agreement shall be only in Larimer County, Colorado. 31 AUTHORITY: This instrument forms a contract only when executed in writing by duly authorized representatives of Town and Consultant. By their signatures on this document, the signatories represent that they have actual authority to enter this Contract for the respective parties. 32 INTEGRATION: There are no other agreements on the same subject than expressly stated or incorporated in this Contract. Town of Estes Park Professional Services Contract --Page 11 of 13 33 DAMAGES FOR BREACH OF CONTRACT: In addition to any other legal or equitable remedy the Town may be entitled to for a breach of this Contract, if the Town terminates this Contract, in whole or in part, due to Contractor’s breach of any provision of this Contract, Contractor shall be liable for damages to the Town. Signature pages follow. Town of Estes Park Professional Services Contract --Page 12 of 13 CONSULTANT By: Date Title: _______________________________ State of ) ) ss County of ) The foregoing instrument was acknowledged before me this __________ day of ____________________, 2026, by ______________________________, as _____________________________ of ______________________________, Consultant. (If by natural person or persons, insert name or names; if by person acting in representative or official capacity or as attorney-in-fact, insert name of person as an executor, attorney-in-fact, or other capacity or description; if by officer of corporation, insert name of such officer or officers as the President or other officers of such corporation, naming it.) Witness my hand and official Seal. My Commission expires . Notary Public Town of Estes Park Professional Services Contract --Page 13 of 13 TOWN OF ESTES PARK: By: Date Title: _______________________________ State of ) ) ss County of ) The foregoing instrument was acknowledged before me by , as of the Town of Estes Park, a Colorado municipal corporation, on behalf of the corporation, this day of , 2026. Witness my hand and official Seal. My Commission expires . Notary Public APPROVED AS TO FORM: Town Attorney Project Title:Public Safety Facility Design Services Proposals Scoring Matrix Summary Contractor Firm Contractor Firm Score Rank Score Rank Score Rank Score Rank Score Rank 100 max 500 max alm2s Anderson Mason Dale Cairn Design CSHQA D2C Architects Hazel Architects Infusion Architects Wold Architects Evaluator #5 Top 3 highest for each evaluator Evaluator #1 Evaluator #2 Evaluator #3 Evaluator #4 Attachment 5 Project Title:Public Safety Facility Design Services Fee Proposal Evaluation Contractor Firm Fee Rank *Fee Rank *Contractor Firm Anderson Mason Dale D2C Architects Infusion Architects Exclusions in Total Fees above: Anderson Mason Dale Contractor Firm Infusion Architects *$1,365,000.00 #N/A Infusion Architects Part 4 - Construction Administration $219,776.00 Reimbursable expenses + $13,305, Permits, Cost estimating (+ $38,620), AV/IT/Security design (+85,000) ($136,925 total not included) No exclusions Cost estimating (+ $69,630), Reimbursable expenses + $40,000 ($109,630 total not included) (Parts 1-3) Total (Cumulative) $211,397.00 $481,920.00 $708,263.00 $571,210.00 Schematic Design Design and Land Development Final Design and Construction Documents $225,898.00 $335,036.00 $349,705.00 $206,012.00 $293,034.00 $439,551.00 $512,810.00 Schematic Design Design and Land Development Final Design and Construction Documents Part 4 - Construction Administration * Rankings based on fee proposal, qualifications, selections committee discussions $273,000.00 $409,500.00 $477,750.00 $204,750.00 (Parts 1-3) Total (Cumulative) Attachment 6 The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. Memo To: Honorable Mayor Hall & Board of Trustees Through: Town Administrator Machalek From: Jackie Williamson, Town Clerk Department: Town Clerk Date: August 11, 2026 Subject: Visit Estes Park Board Appointment Process Type: Policy Direction Objective: To review the appointment process for an upcoming vacancy for a Town appointment on the Visit Estes Park’s Board. Present Situation: The Visit Estes Park Board will have a vacancy with Sean Jurgens term ending December 31, 2026. He is term limited and cannot apply for an additional term. Additionally, Visit Estes Park adopted new bylaws in February 2026 that contain a section on “Nominations” which establishes the Chair of the Board to appoint a nominating taskforce as outlined in Section 203 of the bylaws. This taskforce, if formed, would submit names to the Town or the County no later than September 30th of any year that a vacancy occurs. This section does state clearly that the Town is under no obligation to choose one of the recommended candidates. Visit Estes Park has prepared an announcement to assist with outreach to interested parties. The Town Board has adopted Policy 102 Committees which outlines the recruitment process including advertisement, application, eligibility, selection process, etc. The Town’s policy does not speak to coordination with another entity, to include the sharing of applications, screening of such applications and recommendation to the Town Board. Policy section 4.d.1 does provide Town Board the ability to appoint designee(s) as outlined. Proposal: Policy 101 Division of Responsibilities Section 6 states all applicants for Town board/committees are to be interviewed by the Town Board, or its designee(s). Any designee(s) will be appointed by the Town Board. Therefore, two members of the Board would interview all interested applicants for the board/commission positions unless the Town Board appoints a designee(s) to complete the process. The Town Board has not used the provision to designate someone other than Board members to serve on the interview committee. This provision does however exist and leads staff to propose the Board review and determine how to proceed with filling the upcoming vacancy on the Visit Estes Park Board. Options for consideration may include one of the following: 1) Mayor Hall and Mayor Pro Tem Hazelton could be appointed as the interview committee as outlined in the Town Board Policy 101 and Policy 102 and complete the interview/selection process and have a member of the Visit Estes Park Board or the Executive Director attend the interviews to bring forward a recommendation to the Town Board. 2) A variation of option 1: Appoint one Town Board member that serves on the Visit Estes Park Board and select another member of the Town Board to the interview committee. 3) Designate the Visit Estes Park nominating taskforce as the Town Board’s designee to review applications, interview, and bring forward a recommendation to the Town Board. The Board could further require Mayor Hall and/or Mayor Pro Tem Hazelton serve on the Visit Estes Park nominating taskforce. Advantages: • Board direction will provide clarity to the Town staff managing appointments and provide Visit Estes Park with an understanding of how the vacancy will be filled. Disadvantages: • Town staff are unable to move the process to fill the vacancy forward without Town Board direction due to the inconsistencies between the Town’s policies and Visit Estes Park’s bylaws. Action Recommended: Staff does not have a recommendation as this is a policy discussion for the Town Board. One of the options presented would allow the process to move forward. Finance/Resource Impact: None. Level of Public Interest: Low. Sample Motions: I move to approve/deny the appointment of Mayor/Mayor Pro Tem/Trustee ______________and Mayor/Mayor Pro Tem/Trustee _______________ to the Visit Estes Park Board of Directors interview committee and to follow the selection process outlined in Policy 101 Division of Responsibilities and Policy 102 Committees. I move to approve/deny the appointment of the Visit Estes Park Nomination Taskforce as the Town Board’s designee to complete the selection process as outlined in Policy 102 Committees for the upcoming vacancy on the Visit Estes Park Board of Directors. I move to approve/deny the appointment of the Visit Estes Park Nomination Taskforce as the Town Board’s designee to complete the selection process as outlined in Policy 102 Committees for the upcoming vacancy on the Visit Estes Park Board of Directors with Mayor Hall (and/or) Mayor Pro Tem Hazelton serving on the Taskforce. Attachments: 1) Town Board Policy 102 Committees 2) Visit Estes Park Bylaws dated February 2026 Effective Period:Until Superseded Review Schedule:Annual -January Effective Date:October 24th,2018 References: Governance Policy Manual 1.6 Board Appointed Committee Principles ______ TOWN BOARD GOVERNANCE POLICIES 102 Town Committees 1.PURPOSE To establish a uniform Policy and Procedure process for Town of Estes Park committees and to provide reference for cross training and training new personnel. 2.SCOPE This Policy and Procedure applies to all Town citizen volunteer boards,commissions and task forces,herein collectively referred to as “committees”and the appropriate staff who support the functions of these entities.This Policy and Procedure does not apply to internal staff committees,committees not appointed by the Town Board or outside independent committees. 3.RESPONSIBILITY The Town Administrator and Town staff shall be responsible for the implementation of this Policy and Procedure. Town Committees 102 Revisions:10/2312018 Town of Estes Park,Town Board Policies Page 1 of 13 Attachment 1 TABLE OF CONTENTS PURPOSE .1 2.SCOPE 1 3.RESPONSIBILITY 1 4.PROCEDURE 4 a.Definitions 4 i.Committee Types 4 ii.Town Board Liaison S iii.StaffLiaison S b.Terms 6 c.Recruitment 6 i.Recruitment 6 H.Applications 6 Hi.Eligibility 7 d.Selection Process 7 e.Notification 8 f.Vacancies 8 g.Committee Alternatives a h.Staff Support 8 i.Trustees Liaison 9 j.Orientation and Training 9 k.Bylaws 9 I.Recognition 10 m.Ownership of Intellectual Property 10 n.Open Meetings 10 o.Decision Making 10 p.Compensation and Reimbursement 11 i.Compensation 11 ii.Mileage 11 Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 2 of 13 iii.Meals .11 iv.Expenses .11 q.Insurance Coverage .11 r.Conilictofinterest 12 s.Gifts 12 t.Minutes 12 u.Agendas 12 v.Waivers 12 Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 3 of 13 4.PROCEDURE NOTE:In instances where federal or state regulations and laws differ from this policy/procedure,the federal and state laws and regulations will be followed. a.Definitions i.Committee Types Committees serve many different roles within the Town.It is important that staff and committee members fully understand the role of each committee and the authority and responsibility for the committee and its members.To help define these roles,each committee will be designated as to type,as defined below: (1)Advisory Committees An advisory committee serves a forum of citizens to advise and assist the Town Board and/or a requesting Town department,providing them with technical and non-technical advice on issues.Advisory committees are not authorized to make decisions on behalf of the Town.The Town Board will consider the input of advisory committees,as well as other community members,in making decisions on issues.The Town Board may or may not take action that is in agreement with the advice of a Town advisory committee.Advisory committees may not speak for the Town or take independent positions on issues with the public or the press.Its purpose is to advise the Town Board or the requesting department only. Constituent Advisory Committee:This type of advisory committee is used as a polling type committee used to develop a sampling of community reaction and opinion on an issue or program(s).The membership on this type of committee should be broad based and accurately reflect the total diversity of the larger public.Example:The Transportation Advisory Board Content —Advice-giving Committee:This type of advisory committee is created to give advice to the Town Board or appropriate department to aid with decision making processes.Varied interests and opinions are encouraged,and the advisory committee may be asked to develop specific proposals and products for Town Board or department consideration.Membership is selected to encourage a wide variety of input from respected individuals from the community with specialized expertise.This advisory committee may or may not be a demographic reflection of the community as a whole.Example —The Parks Advisory Board Working Group:This type of advisory committee may reflect both the content or advisory type of committee,but is further charged with implementation of a project or program.Example —The Police Auxiliary (2)Quasi-judicial Committees Some committees and commissions are defined in state statute and have certain statutory responsibilities and authorities,as designated by statute. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 4 of 13 Often these committees have the authority to hold formal hearings,accept testimony,and make decisions which have some level of legal standing.These decisions may or may not be subject to review by the Town Board.Members of these committees must be cognizant of protecting the unbiased quasi-judicial nature of the committee and its formal hearings.Activities of these committees are limited to those authorities granted in statute or specifically by the Town Board.Example —The Planning Commission (3)Decision-Making Committees Decision-making committees are bodies that either statutorily or as granted by the Town Board have authority to make decisions which may include some of the following:approving citizen requests and applications,allocating resources, hiring or firing employees or adopting regulations.The specific authority of each decision-making committee is defined in statute or in the bylaws as approved by the Town Board.Examples—The Board of Adjustment,Board of Appeals (4)Ad-Hoc Task Forces Task forces are special ad-hoc panels created by the Town Board for a specific project or task.Task forces are limited in duration and are not ongoing entities. The responsibilities of the task force shall be designated by resolution by the Town Board at the time the Town Board authorizes the formation of the task force.The Town Board will consider the input of task forces,as well as other community members,in making decisions on issues.The Town Board may or may not take action that is in agreement with the advice of a Town task force. Task forces may not speak for the Town,and are to advise the Town Board or the appropriate department only,and are not to take independent positions on issues with the public or the press.Examples —Bond Park Committee, Transportation Visioning Committee (5)Outside and Independent Committees These are committees that may or may not be appointed wholly or partially by the Town Board,but are independent autonomous committees,often serving a governance role for another entity.This includes,but is not limited to the Estes Valley Library Board,the Local Marketing District,the Estes Park Housing Authority,and Western Heritage Inc. ii.Town Board Liaison The Town Trustee assigned to the committee pursuant to Governing Policy 1.7 iii.Staff Liaison A staff position responsible for the coordination and communication with the assigned committee and the day-to-day support for the committee. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 5 of 13 b.Terms The term for committee membership shall be defined in the bylaws of each committee. Terms for outside committees are the responsibility of the specific committee and not the Town of Estes Park. Terms for all committee members will be staggered with the exception of ad-hoc or temporary committees,which may have a finite sunset. Mid-term appointments to positions that become vacant may be made at any time or may be postponed to the regular term period,at the discretion of the Town Board. Unless otherwise specified by statute,members of a committee serve at the pleasure of the Town Board,have no property interest or entitlement in their membership or office and may be removed at any time for any reason by the Town Board. c.Recruitment The Town Clerk will publicize and advertise committee vacancies each year,and on an as-needed basis throughout the year,utilizing paid advertising,press releases to electronic and print media,the Town website,and other produced materials that might engage interested residents.Applications shall be available on the Town website,at Town Hall and at the Estes Valley Library. i.Recruitment Current committee members are encouraged to help recruit potential committee members,especially when specific targeted populations or expertise is required. Staff and Trustees may encourage individuals to apply for any open committee position,however they must be clear that the authority to appoint to a committee is solely the responsibility of the Board of Trustees,and there is no implied promise or guarantee of appointment. ii.Applications All citizens interested in serving on a committee shall complete an official Town application.These applications will be available from the Town Clerk’s office and on the Town website.Applications must be returned by the deadline to the Town Clerk’s office.Online applications are accepted from the Town website. Citizens may apply for up to three committees at a time.When applying for more than one committee,applicants should prioritize their requests on the committee application form. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 6 of 13 iii.Eligibility Eligibility for any committee shall be defined in the bylaws of each committee. However,except by special circumstance as approved by the Town Board,all members of any Town committee shall be residents of the Town of Estes Park. No individual who is currently serving a sentence after being convicted of a felony may serve on any Town board.Due to the time commitment involved,and to allow as many citizens the chance to participate in Town committees,serving on more than one Town committee at a time is discouraged.However,the Town Board reserves the right to appoint individuals to multiple committees when,in the opinion of the Town Board,it is in the best interest of the Town. d.Selection Process The Town Board will seek the most qualified diverse applicants with applicable special interest and expertise.In general,only the Town Board will select appointments to a Town committee.Existing committee members may assist with the recruitment of new members,but should not screen,interview or make recommendations for appointments,unless specifically requested to do so by the Town Board. Selection to the committees will be carried out as follows: 1.The Town Board or its designee(s)will review the applications. 2.The Trustees or their designee(s)may screen applicants to select a pool for interviewing. 3.The Trustees or their designee may conduct reference checks or background checks on applicants when,in the opinion of the Town Board or its designee(s), it is in the best interest of the citizens of the Town of Estes Park.No such checks will be completed without the informed consent of the applicant. 4.Applicants for all committees will be interviewed by the Town Board,or its designees.Any designees will be appointed by the full Town Board. a.Personal interviews shall be conducted prior to any appointment to a Town committee,unless specifically waived by the Town Board,or as excepted below. b.Prior to candidate interviews,the Town Board or its designee(s) assigned to conduct the interviews shall develop selection and evaluation criteria for review of the candidates. 5.The Trustees may request assistance from the staff liaison and other committee members. 6.Recommendations from the interview team will be made to the Town Board, which will make the appointment(s). Incumbent committee members who are eligible for reappointment will be contacted by the Town Clerk’s office to assess their interest in being reappointed.Members who desire reappointment will be considered along with all other applicants.Incumbents may be interviewed by the Town Board or its designee,at the discretion of the Town Board. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 7 of 13 By agreeing to serve on a Town committee,the member agrees to abide by this policy of the Town Board.Any committee member who violates the terms of this Policy and Procedure or the bylaws of the committee may be asked to resign or be removed from the committee by the Town Board. e.Notification The Town Clerk’s office will notify applicants of scheduled interviews.The Town Clerk’s office will promptly notify applicants and incumbents requesting reappointment,of appointments and the status of their applications. f.Vacancies The Town Clerk’s office will keep all applications on file for one year.If vacancies occur during the year,the position may be filled from the current list of applicants using the selection process delineated or through advertising for interested volunteers.For difficult to recruit committees,applications may be kept on file for two years. Resignations from any committee should be addressed in writing to the Town Board or Town Administrator. g.Committee Alternatives No Town committee will have members designated as alternates.All members,other than those designated as ex-officio or associate,shall have full membership and voting privileges on all Town committees. Where federal or state laws or municipal ordinances require alternates Section 102.3.7.1 is waived. Alternate/non-voting members who wish to become regular members must complete an application for the appropriate committee. h.Staff Support Staff support is available to committees through the staff liaison assigned to support each committee. It is the responsibility of the Town Board,in coordination with the staff liaison to provide the necessary budget and other resources for any committee to perform its assigned duties. It is the responsibility of the staff liaison to ensure the committee has adequate and reasonable staff support within budgeted resources. Staff support and staff liaisons will not be members of the committee to which they are assigned. It is the responsibility of the staff liaison to make requests for the Trustees’liaison to attend assigned committee meetings through the Town Clerk. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies PageS of 13 i.Trustees Liaison Individual Trustees may be assigned as liaisons to a committee by the Town Board. The role of the Trustee liaison is: •To serve as the primary two-way communication channel between the Town Board and the committee. •If so designated by the Town Board,to review applications,interview candidates and make recommendations to the Town Board for approval. •Serve as the primary Town Board contact with the committee. •Attend assigned committee meetings when requested or whenever appropriate,in the opinion of the Trustee liaison.Trustee liaisons are not expected to attend every meeting of the committee. •Any Trustee may attend the meeting of any committee;however they should notify the official Town Board liaison in advance of attending.This notification will allow the liaison to know when a quorum of the Town Board may be attending the committee meeting and to notify the Town Clerk so the appropriate public notifications can be made,in compliance with the Colorado Open Meetings Act. •The liaison is not a member of the committee and when in attendance at a committee meeting,shall be there as an observer for the Town Board. Participation in committee discussions should be minimal and restricted to clarification of Town Board positions or collection of information to bring back to the full Town Board. j.Orientation and Training Staff liaisons should provide new committee members with pertinent materials that will assist new members in becoming fully functioning members of the committee, including a copy of the bylaws and a copy of this policy.Staff liaisons should clearly inform all new members of the role of the committee and the responsibilities and authority of the committee.Established committee members are encouraged to share their experience and knowledge with new members.New members are encouraged to attend meetings before their term begins.All new committee members shall receive and acknowledge the receipt of the Town of Estes Park Volunteer Manual. k.Bylaws Each committee shall adopt bylaws that are consistent with these policies.A copy of the bylaws shall be sent to the Clerk’s office prior to adoption,for staff and Town Board review.This Policy and Procedure shall be incorporated,by reference,into the bylaws of all Town committees,The bylaws shall include a description of the objectives and duties or tasks of the committee,as set by the Town Board or the appropriate department. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 9 of 13 I.Recognition The Town Board shall recognize the Town’s volunteers annually,in a manner determined by the Town Board. The Town Board will send a letter of appreciation to all outgoing committee members in good standing. m.Ownership of Intellectual Property Any documents,articles,reports or correspondence,recommendations or other products produced by a Town committee shall be the sole property of the Town of Estes Park. No committee or member of a committee may copyright or in any other way take ownership for any documents,articles,recommendations or other products produced as a function of the Town committee. All documents and correspondence produced as part of the regular business of any committee shall be subject to the same open records policies applicable to all Town documents and correspondence. All documents and publications of any Town committee must be clearly identified as belonging to or originating from the Town of Estes Park. n.Open Meetings All meetings and actions of any committee shall be in full compliance with state statutes governing open meetings.It is the responsibility of the staff liaison to be familiar with these statutes and regulations. o.Decision Making Any actions,recommendations or discussions of any committee shall be limited to the defined objectives of the body as described in the approved bylaws. A common point of misunderstanding with committees and citizens is the role of the committee in decision making and the type of decision making to be employed by the committee for a particular issue.The Town Board realizes that not one method of decision making fits all situations;however it is important that the type of decision be declared early in the process of public discourse.The type of decision process is dependent on the issue involved,the time frame available and the amount of public participation desired. It is the responsibility of the staff liaison to assist the committee in its decision-making process and to train new and existing members in the appropriate responsibilities and authorities of the committee and its members.Staff liaisons are not to exert undue influence during the decision-making process,but only to keep the decision making of the committee in agreement with the objectives set by the Town Board. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 10 of 13 p.Compensation and Reimbursement i.Compensation Citizens who serve on Town committees do so as volunteers.There will be no financial compensation or reimbursement of expenses,except as noted below,for any volunteers on any committee. ii.Mileage Committee members may request reimbursement for mileage to attend any committee function if the member must travel greater than 10 miles from their residence.Mileage will be reimbursed at the rate currently adopted for Town travel by the Town Board.The staff liaison is responsible for approving mileage reimbursements for committees within the budget provided by the Town Board. iii.Meals Meals may be provided by the Town as part of regular meetings of the committee, as budgeted. iv.Expenses Members of committees may be reimbursed for out-of-pocket costs associated with the business of the committee provided the expenditures have been previously budgeted by the Town Board and authorized in advance by the assigned staff liaison or Town Administrator.(For example,office supplies,copies, printing,etc.)Other expenses may be reimbursed if,in the judgment of the staff liaison,such reimbursement is in the best interest of the Town. q.Insurance Coverage General liability (liability other than auto,including general,law enforcement and professional)is provided to all volunteers. Volunteers are not covered by the Town’s workers’compensation coverage.Any injuries incurred while volunteering is the responsibility of the individual volunteer. Specific to automobile insurance,both physical damage and legal liability for bodily injury or death is covered for all volunteers driving town vehicles,subject to coverage limits pursuant to the Town’s coverage.In addition,liability is covered for all volunteers driving their personal vehicles on Town business;however the following claims are excluded from coverage. •Bodily injury or death to passengers (including friends and family)who are not on official town business. •Physical damage to non-Town owned vehicles used on Town business. Property insurance is not provided to any personal property of the volunteer. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 11 of 13 r.Conflict of Interest A conflict of interest occurs when a person’s private,personal relationships or interests conflict so that an independent observer may reasonably question whether the person’s actions or decisions are determined by personal benefit,gain,or advantage. Members of committees shall not use their membership for private gain,and shall act impartially and not give preferential treatment to any private organization or individual. A member of any committee who has a personal or private interest in a matter proposed or pending shall disclose such interest to the committee;shall not vote on the item;and shall not attempt to influence the decisions of other members voting on the matter. s.Gifts Acceptance of or giving of any gifts by a committee member,which could lead to a conflict of interest,is prohibited.In particular,no member of any committee may accept or give a gift in excess of the value specified in Article XXIX of the Colorado State Constitution,from any individual,organization,contractor,or any other entity which does business with the Town or has any control of or interest in Town business related to the activities of his or her particular committee. t.Minutes Minutes shall be recorded of all meetings of any Town committee that are subject to the Colorado Open Meetings Act.Approved or draft minutes should be posted as soon as practicable after the meeting in question.Committees are strongly encouraged to post draft minutes prior to the final approval of the minutes at the next meeting of the committee.At a minimum,minutes shall be published on the Town website within seven days of approval by the committee. Minutes should record any formal actions taken by the committee.Minutes are not intended to be verbatim transcripts of the meeting.The amount of detail included in the minutes beyond the recording of actions is left to the discretion of each committee. u.Agendas Agendas for all public committee meetings will be posted on the Town website a minimum of six days prior to the meeting,whenever possible. v.Waivers Any section of this policy can be waived by a majority vote of the Town Board. w.Sunset Review In accordance with Governing Policy 1.6.1.6,all committees will undergo a regular sunset review,at least once every five years,unless otherwise provided for more frequently and according to a staggered schedule to be adopted separately by the Board of Trustees.This applies only to non-statutorily required boards/commissions. Town Committees 102 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 12 of 13 Approved: Todd Jirsa,Payor Date Town Committees 102 Parks Advisory Board BoardlCommittee Initial Sunset review (then every five years thereafter) I Transportation Advisory Board October 2017 Family Advisory Board April 2019 October 2017 Audit Committee October2018 Revisions:10/23/2018 Town of Estes Park,Town Board Policies Page 13 of 13 Page 1 of 11 BYLAWS OF THE ESTES PARK LOCAL MARKETING DISTRICT Adopted by the VEP Board of Directors February 19, 2026 Attachment 2 Page 2 of 11 ARTICLE I ORGANIZATION Section 101. Name and Office Location Estes Park Local Marketing District, DBA Visit Estes Park (hereinafter referred to as VEP or the District) with a principal business office at 1230 Big Thompson Avenue, Estes Park, CO 80517 (“VEP Office”). Section 102. Mission We drive sustainable year-round economic growth by encouraging visitor demand. Section 103. Vision To offer positive and memorable experiences for guests and quality of life for our community. Section 104. Fiscal Responsibility The fiscal year of VEP is from January 1st - December 31st. The Board of Directors will make lawful and adequate provisions for sound fiscal policies and practices of VEP, including the preparation of an annual audit by a certified public accountant, the preparation of an annual budget, and ample fidelity bonding of the officers and employees entrusted with the handling of funds or property of VEP in accordance with state laws. Section 105. Colorado Law VEP is a Local Marketing District organized and operating under the authority granted by the Local Marketing District Act, 29-25-101 et seq., C.R.S. (the “Act”), and other applicable law. These Bylaws and the operation of the District shall also be consistent with that certain Restated Intergovernmental Agreement for the Estes Park Local Marketing District dated ______, 2025 (“IGA”). (Resolution 99-25 Restated Intergovernmental Agreement for the Estes Park Local Marketing District). Section 106. Liability and Indemnification To the extent permitted by law, the District shall defend, hold harmless and indemnify any Director, officer, agent, or employee, whether elected or appointed, against any tort or liability, claim or demand, without limitation arising out of any alleged act or omission occurring during the performance of official duty, as more fully defined by law or by an indemnification resolution. The provisions of this Section shall be supplemental and subject to and, to the extent of any inconsistency therewith, shall be modified by the provisions of the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S. Page 3 of 11 ARTICLE II DIRECTORS Section 201. Board of Directors The Board of Directors of VEP (the “Board”) shall have all legislative power of the District and is authorized to implement and carry out the annual operating plan approved by the Town and County. The Board shall be composed of (5) Directors. Three Directors shall be appointed by the Town of Estes Park Town Board (the “Town”) and (2) Directors by the Larimer County Board of County Commissioners (the “County”). Two (2) of the Town appointees shall be chosen from the Town of Estes Park Board of Trustees. The third Town appointee shall not be a member of the Town Board. One (1) of the County appointees shall be chosen from the Larimer County Board of County Commissioners. The second County appointee shall not be a member of the County Board of County Commissioners. For the two appointees who are not elected officials of the Town or County, preference may be given to applicants involved in the lodging industry in the Estes Valley at the discretion of each appointing authority. Within thirty (30) days after being appointed, except for good cause shown, each newly appointed Director shall appear before an officer authorized to administer oaths and take an oath that the Director will faithfully perform the duties of office as required by law and will support the constitution of the United States, the state constitution, and laws made pursuant thereto. Any outgoing Directors shall have the option to request transition to membership on the Marketing Advisory Committee (See Section 501. STANDING COMMITTEES) immediately upon its formation without completing an interview process. Section 202. Eligibility Each Director, except for the County appointee who is a County Commissioner, must live within the Service Area of VEP for at least one year prior to their appointment and must remain a resident of the Service Area of VEP during their entire term. Section 203. Nominations A nominating taskforce may be appointed by the Chair of the Board and submit names to the Town and/or County no later than September 30th of any year that has an open seat. While the Town and County are under no obligation to choose one of the recommended candidates, efforts by the Board should be taken to find and encourage those candidates that will enhance VEP and its mission. A similar process may be followed when a vacancy occurs on the Board. Section 204. Term of Office The three (3) Directors who are also elected Town Trustee or County Commissioner shall serve terms that correspond with their elected terms of office and their appointment by their respective board. The other two Page 4 of 11 (2) non- elected Directors shall serve terms of four (4) years each, staggered so that a term expires every two (2) years. Each Director shall serve at the pleasure of their appointing entity. The two (2) non-elected Directors may serve no more than two (2) consecutive terms; however, the Town or County may waive this term limit for their respective appointees upon finding there are no qualified applicants to fill a vacancy. For purposes of this term limit, a term is considered consecutive unless separated by at least two (2) years. Section 205. Board Vacancy The Town or County (whichever entity appointed the Director causing the vacancy) shall appoint a replacement Director as soon as practicable following the vacancy. Section 206. Regular Meetings The Board of Directors shall hold regular meetings at least once each quarter and are encouraged to meet monthly and may hold special meetings as deemed necessary. Meetings of the Board of Directors shall be subject to the provisions of C.R.S. 24-6-401 et seq. (Open Meetings Law) as applicable. The Board of Directors shall act by motion or resolution. Section 207. Special Meetings/Work Sessions The Board Chair may call a special meeting or work session of the Board at any time, and must do so whenever asked by any one-third of the total number of Directors. Special meetings may only be held upon clearing the proposed date and time with at least one of the County appointed Directors. In the case of a requested special meeting or work session, the request must be made in writing and the meeting must be set for no sooner than seven (7) days and no later than fourteen (14) days from the date the request is made. Notice of any special meeting or work session must then be posted as required by the Colorado Open Meetings Law. Section 208. Agenda The Agenda for any special or regular meeting shall be set by the Board Chair in time to post such Agenda at least twenty-four (24) hours prior to the scheduled meeting. If a Director would like to add an issue to the Agenda for an upcoming meeting, the Director should contact the Board Chair at least forty-eight (48) hours prior to the scheduled meeting. Any Director may request the addition of discussion items at the start of a meeting, but in no event shall new action items be added to the Agenda at the start of the meeting absent emergency circumstances. If any such discussion item requested by a Director is objected to by any other Director, such agenda item shall only be included on the Agenda upon approval of a majority of the Directors present at the meeting. Section 209. Emergency Meetings Notwithstanding any other provisions in this Article II, emergency meetings may be called by the Chair or any two (2) Directors in the event of an emergency that requires the immediate action of the Board and could not Page 5 of 11 be delayed for the twenty-four (24) hour notice period. Notice of an emergency meeting may be given to the Board by telephone or other reasonable means. Any action taken at an emergency meeting shall be effective only until the first to occur of (a) the next regular meeting; or (b) the next special meeting at which the emergency issue is on the public notice of the meeting. At such subsequent meeting, the Board may ratify any emergency action taken. If not ratified, the emergency action shall be deemed rescinded as of the date of the subsequent meeting. Section 210. Quorum A quorum of the Board shall consist of three (3) Directors. No action of the Board shall be valid unless approved by the affirmative vote of at least three (3) Directors at a duly noticed meeting. If, at any point during a meeting, a quorum is no longer present, then the meeting must be adjourned. Section 211. Voting All Board action shall be taken only upon a vote of the Directors at a duly noticed and properly convened meeting of the Board through a motion or resolution. Proxy voting is not permitted. Section 212. Attendance All Directors shall attend all meetings, including special meetings, if possible. In the event any Director misses three (3) consecutive regular meetings or a total of four (4) regular meetings in a calendar year, the Town or County may remove the offending Director for neglect of duty and appoint a new Director to fill the vacancy. With prior approval by the Chair, or Vice Chair in the Chair’s absence, no more than three (3) Directors may attend a meeting through the use of an electronic communication platform so long as the Director has all of the necessary materials to participate in the meeting and can hear the proceedings clearly. Section 213. Powers of the Board The Board will exercise all powers granted by the Act and other applicable law. The primary authority granted by the Act permits VEP to provide the following services: 1. Organization, promotion, marketing, and management of public events; 2. Activities in support of business recruitment, management, and development; 3. Coordinating tourism promotion activities; 4. Housing and childcare for tourism-related workforce, including seasonal workers, and for other workers in the community; or 5. Facilitating and enhancing visitor experience. Page 6 of 11 Section 214. Board Roles and Responsibilities The Board of Directors shall exercise governance authority and fiduciary oversight for Visit Estes Park and shall be responsible for the following: 1. Adopt an official seal for VEP. 2. Mission and Purpose: Establish, protect, and advance the mission, vision, and public purpose of Visit Estes Park in accordance with applicable law and intergovernmental agreements. 3. Strategic Direction: Approve and provide oversight of long-term strategic priorities, including the Strategic Plan, Operating Plan, and other board-approved plans that guide the organization’s work. 4. Policy and Governance Framework: Adopt and maintain bylaws, governance policies, and ethical standards necessary to ensure effective oversight, accountability, and transparency. 5. After a decision has been reached, speak publicly as one voice. 6. Financial Stewardship: Oversee the financial integrity of the organization, including approval of budgets, monitoring of financial performance, and ensuring the proper use of public funds in accordance with law and approved plans. 7. Performance Oversight and Accountability: Exercise governance oversight to ensure the organization is effectively advancing its mission and achieving board-approved objectives. 8. Chief Executive Officer Oversight: Hire, support, evaluate, and, if necessary, remove the Chief Executive Officer, and delegate appropriate authority for day-to-day operations consistent with board policies. 9. Public and Intergovernmental Accountability: Ensure coordination, transparency, and accountability to the Town of Estes Park and Larimer County, and act as a responsible steward of the intergovernmental partnership. 10. Legal and Ethical Compliance: Ensure compliance with applicable laws, regulations, intergovernmental agreements, and adopted policies, including open meetings, conflicts of interest, and public accountability requirements. 11. Advocacy and Ambassadorship: Serve as ambassadors for Visit Estes Park’s mission and destination stewardship goals while acting in the best interest of the organization. Section 215. Operating Plan The Board shall file an Operating Plan with the Town and County no later than September 30 each year for approval by the Town and County. The Operating Plan must specifically identify the services to be provided by VEP, any Marketing and Promotional Tax to be imposed by VEP, and such additional information as required to inform the Town and County as to the activities, services, and funding of VEP in the upcoming year. The Operating Plan shall include a proposed budget for the upcoming fiscal year. The services and financial arrangements of VEP shall conform so far as practical to the approved Operating Plan. The Operating Plan may, from time to time, be amended by VEP with the approval of the Town and County. As a complement to the Operating Plan, the District shall file with the Town and with the County the District’s proposed line-item budget as soon as it is filed with the District’s Board of Directors. The District shall also file with the Town and with the County the District’s approved line -item budget for the coming fiscal year by December 31 of each year. Page 7 of 11 Section 216. Conflict of Interest Each Director is required to disclose any potential conflict of interest in any transaction of VEP pursuant to Sec. 18-8-308, C.R.S. The Director with a potential conflict of interest may not participate in the consideration of, and the vote on the transaction, may not attempt to influence any parties related to the transaction, and may not act directly or indirectly for the Board in the inspection, operation, administration or performance of any contract related to the transaction. Ownership, in and of itself, by a Director of property within VEP shall not be considered a potential conflict of interest. Section 217. Recording Secretary The Board shall have the authority to appoint a Recording Secretary who need not be a member of the Board, and who shall be responsible for recording all votes and composing a record of the proceedings of the Board in the minute book kept for that purpose, which shall be the official record of the Board. The Recording Secretary shall not be required to take an oath of office. Section 218. Electronic Signatures In the event the signature(s) of one or more members of the Board or appointed signatories are required to execute a written document, contract, note, bond, deed, and/or other official papers of VEP, and the appropriate individual(s) is unable to be physically present to sign said documentation, such individual or individuals are authorized to execute the documentation electronically via facsimile or e-mail signature, unless said documentation provides otherwise. Any electronic signature affixed to a document shall carry the full legal force and effect of any original, handwritten signature. Except as approved herein, this provision of these Bylaws shall not be interpreted as establishing VEP’s consent or authorization to bind VEP to any transaction by the use of electronic records or electronic means. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Section 219. Resignation and Removal Directors may be removed only as provided in the Act and the IGA. A Director may resign at any time by giving written notice to the Board, and acceptance of such resignation shall not be necessary to make it effective. ARTICLE III OFFICERS Section 301. Officer Positions The Board shall maintain the following Officer positions: ● Chair ● Vice Chair ● Treasurer ● Secretary Page 8 of 11 Section 302. Qualifications Every officer must be a member of the Board. No Director will hold more than one office at a time; however, one Director may serve as both Treasurer and Secretary. Section 303. Selection The Board will elect officers at the first regularly scheduled Board meeting following the annual appointments of the Board. If an officer's position becomes vacant (except for a vacancy caused by the normal expiration of an officer's term as a Director) the Chair can appoint an eligible person to fill the vacancy, subject to the approval of the Board. The appointed person will serve until the vacancy has been filled by the vote of the Board at the first regularly scheduled Board meeting following the annual appointments. Section 304. Removal Officers may be removed from their position by a vote of two thirds of the Board, with or without cause. The appointment of an officer will not create any contract rights. Section 305. Term of Office Each officer shall serve for one (1) year commencing with the first meeting in January of each year. The Chair and Vice Chair may serve for two (2) consecutive one-year terms. Section 306. Powers and Duties of the Chair The Chair will preside at all meetings of the Board and exercise general charge and supervision of the affairs of the Board. The Chair will set the Agenda for each regular or special meeting. The Chair will appoint persons to chair standing and ad hoc committees that may be established by these Bylaws or the Board as necessary. The Chair is authorized to sign all contracts, deeds, notes, debentures, warrants and other instruments on behalf of VEP. Section 307. Powers and Duties of the Vice Chair At the request of the Chair, or in the event of the Chair's absence or disability, the Vice Chair will perform the duties and exercise the powers of the Chair. Section 308. Powers and Duties of the Secretary The Secretary shall be responsible for oversight of the integrity and availability of the official records of Visit Estes Park, and shall: 1. Ensure the maintenance of the official records, documents, and papers of the organization in accordance with applicable law and board policy. 2. Ensure accurate minutes and official actions of the Board are recorded and posted as public and permanent record of the organization. Page 9 of 11 3. Ensure compliance with applicable public notice and record-keeping requirements, including the timely availability of Board minutes for public review. 4. Serve as the custodian of the official seal of Visit Estes Park and attest, as authorized by the Board, to official documents and instruments. Section 309. Powers and Duties of the Treasurer The Treasurer shall provide financial oversight on behalf of the Board and be responsible for monitoring the financial integrity of Visit Estes Park. The Treasurer shall: 1. Ensure that all funds, property, and securities of VEP are properly kept, subject to any regulations imposed by the Board. 2. Oversee financial controls and depository arrangements to ensure that revenues and other receipts are properly accounted for and deposited as authorized by the Board. 3. Oversee the safeguarding of the organization’s funds, property, and financial assets in accordance with applicable law, Board policy, and approved budgets. 4. Oversee the accuracy and integrity of the organization’s financial records, including the maintenance of complete and accurate accounts of revenues, expenditures, and obligations. 5. Ensure monthly reports on the state of VEP finances are presented to the Board at a properly noticed meeting. 6. Ensure that regular reporting on all VEP and Town Sales Tax collections is made to the Board. ARTICLE IV CHIEF EXECUTIVE OFFICE Section 401. Position The Board shall employ a Chief Executive Officer (“CEO”) whose duties, performance review and compensation will be outlined in an employment contract between VEP and the CEO. The CEO will be administratively responsible to the Board. Section 402. Duties 1. Directs and oversees the day-to-day operations of VEP. 2. Acts as an authorized signatory and is empowered to execute contracts, agreements, checks, banking, and other financial or legal instruments on behalf of VEP and in the ordinary course of business. 3. Regularly reports to the Board on the operation of VEP. 4. Provides recommendations to the Board on VEP policy and strategy. 5. Ensures that all marketing activities are aligned with the Program of Work (Operating Plan) as approved by the Board. 6. Ensures the approved Operating Plan is implemented per approved budget and aligns with VEP board goals. 7. Within the parameters of approved policy and budget, to hire and terminate employees or independent contractors as may be needed to support the CEO. 8. Establish the hours, salaries, and duties of VEP employees. 9. Delegate these duties as the CEO may desire and as permitted by VEP policy and applicable law, to promote effective operation of VEP. Page 10 of 11 ARTICLE V COMMITTEES Section 501. Standing Committees All standing committees will report to the Board. The standing committee will submit all recommendations to the Board for approval. The Board may create additional standing committees with a majority vote of those present at a properly convened meeting. The following committees are considered standing committees of VEP: ● Marketing Advisory Committee ● Nominating Committee ● Governance Committee ● Finance Committee The membership, terms, and scope of authority of the Marketing Advisory Committee shall be established by Board policy. Section 502. Ad Hoc Committees and Task Forces The Board shall have the authority to create ad hoc committees or task forces, as necessary. A majority vote of those present at a properly convened meeting shall be required to establish an ad hoc committee or task force. Any such committee or task force shall be charged with a specific task at the time it is created and will submit all recommendations to the Board for approval. Section 503. Liaisons The Board of Directors may, by majority vote, appoint one or more agency or community liaisons to facilitate communication and coordination between the District and governmental agencies or other entities with interests related to the mission of the District. Agency Liaisons serve in an advisory and informational capacity only. Agency Liaisons: a) Are not members of the Board of Directors; b) Shall have no voting rights; c) Shall not be considered officers, directors, employees, or agents of the District; and d) Shall not have authority to bind, obligate, or act on behalf of the District in any manner. Term and Removal Agency Liaisons shall serve at the pleasure of the Board and may be removed at any time by majority vote of the Board. Page 11 of 11 ARTICLE VI AMENDMENT OF BYLAWS The Board shall have the power to make, amend, and repeal these Bylaws. Notice of proposed changes shall be mailed, emailed, or hand-delivered to the Board at least ten days (10) prior to the meeting at which the changes will receive a vote. Changes should be highlighted with original text struck to clearly show intended changes. They may do this by a two-thirds vote cast by persons legally entitled to vote, excluding blanks or abstentions, at a regular or special meeting at which a quorum is present. The Bylaws of VEP, and any amendments thereto, shall not become effective unless approved by resolution of both the Town of Estes Park Town Board and the Larimer County Board of County Commissioners. These bylaws, adopted on the date first written above, supersede and replace all prior bylaws of the Estes Park Local Marketing District. *** Thes bylaws, adopted on the date first written above, supersede and replace all prior bylaws of the Estes Park Local Marketing District. � Executive Session Honorable Mayor Hall & Board of Trustees Discussion of an expression of interest in a potential lease of the Town property at Elm Road and Moraine Avenue. No packet material will be provided for this item. The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org. � Executive Session Honorable Mayor Hall & Board of Trustees Use of Lot 4 Stanley Historic District. No packet material will be provided for this item. The Town of Estes Park is committed to providing equitable access to our services. Contact us if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.