Town of Sedgwick Meeting Agenda  Monday, October 21, 2024, 6:00PM  Public Comments Information  Ify you wisht to address thel Board ofTrustees, there is a "Comment from the Public" scheduled time. limited to three (3) minutes and can only speak once on any motion or agenda item. Monthly staff reports to the board are not open for comments.  Comments on Agenda items willl be allowed following the presentation or Board deliberation. Your comments willl be  I. Call to Order II. Pledge Allegiance III. Approve Agenda IV. Approve of Minutes from last Meeting(s) V. Approve of Bills VI. Comments from the public VII. Monthly Reports  Clerk'sOffice  Easement with Jenik land ii. Agreement from Julesburg iii. Agreement with PCTelcom  Maintenance Mayor Board ofTrustees  VIII. New Business  Rhonda Gram- = Monthly Updates from Sedgwick County Chamber Lupe Casias - Explanations on comments given to Mayor  Resolution No. 24-7 AI Resolution of the Town of Sedgwick Acting by and Through its Sedgwick Sewer And Water Enterprise Approving a Loan Between the Colorado Water Resources and Power Development Authority and the Sedgwick Sewer and Water Enterprisei int the Principal Amount of Not to Exceed: $2,700,065 for the Purpose of Financing Improvements to the Town of Sedgwick Wastewater Facilities; Authorizing the Form and Execution of a Loan Agreement and a Governmental: Agency Bond Evidencing the Loan; Providing thatt the Governmental. Agency Bond Shall Be Payable Only From Revenues oft the Sedgwick Sewer and Water  Enterprise; and Prescribing Other Details in Connection Therewith.  Preliminary Budget Discussions  IX. Old Business None X. Executive Session (If needed)  XI. Call to Adjourn  Posted on this 18th day of October by Kim Quayle @3:30pm  Individuals with disabilities needing auxiliary aid(s) may request assistance by contacting Heather Moore, Town Clerk, 29 Main Ave, Sedgwick, CO 80749, Phone (970)4 463-8814, or FAX (970) 463-5537. At least a 48 hour advance notice prior to the scheduledi meeting would be  appreciated: so that arrangements can be madet tol locatet the requested auxiliary aid(s).    1:07 PM 10/17/24 Accrual Basis  Town of Sedgwick Trial Balance As of September 30, 2024  Sep 30,24 Debit Credit 117.09 428,832.56 26,793.54 11,927.75 98,589.48 40,037.01 1,164,712.67 1,127,490.75 1,227,749.37 1,512,526.18 238.98 5,639,015.38  1021 Cash onl Hand 1022. Points West Bank Checking 1029 Savings:1030 Points' West:1031 9240 1029. * Savings:1034- Cashi in Savings - Lottery 1029 - Savings:1040 Points West Bank:1043- Water Surcharge Account 1029. Savings:1050 Equitable Savings:1051: 05-4505160 1070-COLOTRUST:107 General Fund #2- Water Plus 1070-COLOTRUST:10T2: General Fund #4- General Plus 1070-COLOTRUST.1073- General Fund! #3- CIP Plus 1070-COLOTRUST.1074- General Fund #1. Sewer CIP 1081. Cash- County" Treasurer  TOTAL  0.00  Page 1    1:08 PM 10/17/24 Accrual Basis  Town of Sedgwick Profit & Loss September 2024  Sep: 24  Ordinary Income/Expense Income  4122. Current PropertyTaxes 4142. Specific Ownership' Taxes 4152. Interest on" Taxes 4172. Sales" Tax 4212. Cigarette Tax 4222. Road and Bridge 4232- Motor' Vehicle 4242. Mineral leasing 4300. Utilities Clearing 4323. Water Sales 4333. Sewer Sales 4386. Trash Collections 4392. Other Income 4392.1- Occupation Tax 4392.2- Excise Tax 4392.3- State of Colorado 4392.4- Lodging Tax 4392. Other Income- Other Total 4392 Other Income 4393 Other Income 4412. Highway' Use Tax 4514. Lottery Proceeds 4802. Interest Income 4806. Interest Income- TF Totall Income Gross Profit Expense  145.20 122.37 5.57 15,320.20 32.61 12.94 129.44 0.47 2,048.42 6,212,42 3,822.10 2,517.00 53,148.11 1,065.61 14,735.93 104.00 0.00 69,053.65 0.00 1,334.04 426.26 21,738.01 29.75 122,950.45 122,950.45 3.28 945.42 15,058.00 1,970.91 260.40 1,500.00 318.40 200.00 210.11 104.23 0.00 2,356.32 400.00 -134.75 1,522.96 568.68 5,148.10 63,11 506.96 0.00 108.15 4,097.03 2,591.87 1,750.19 2,996.13 325,18 11,868.55 168.32  6002 County Treasurer's Fees 6032. Office Expense-GG 6042. Professional Services-GG 6062 Supplies and Maintenance-GG 6072. Telephone- GG 6092 Miscellaneous-GG 6102. Utilities- TH-GG 6140. Contributions 6142. Street Lighting 6162 Street Maintenance 6232- Pest and' Weed Control 6262. Harvest Festival 6462. Supplies and Maintenance Park 6492. Miscellaneous- Park 7063. Supplies & Maintenance- Water 7073.  Utilities Water 7163- Supplies and Maintenance Sewe 7173. Utilities Sewer 7346. Landfill- Trash 7366. Supplies and Maintenance- Tras 7800- Salaries Clearing 7806. Salary-Ed Smith Jr. 7809. Salary-Richard MI Kehm 7815. Salary-Heather Moore 7820. - Salary- Kim E Quayle 7825. Salary-Eduardo Sanchez 7800. : Salaries Clearing Other Total 7800. Salaries Clearing 7990. Supplies and Maint. Clearing  Page1    1:08PM 10/17/24 Accrual Basis  Town of Sedgwick Profit & Loss September 2024  Sep 24 51.55 328.40 43,418.95 79,531.50 0.00 0.00 0.00 79,531.50  7994. Utilities Clearing 7995. Payroll" Taxes- Clearing Total Expense Net Ordinary Income Otherl Income/Expense Other Expense 8343 Grant Expense Local Total Other Expense Net Other Income Net Income  Page: 2    1:09 PM 10/17/24 Num Name IRS TOTAL TOTAL 13381 744! Branding Co. TOTAL 13382 Arta Sidel TOTAL TOTAL 13384 Sedgwick County Booster... TOTAL 13385 Sterling' Trophy Shop TOTAL 13386 Usa Blue Book TOTAL  Town of Sedgwick Check Detail September 10 through October 21, 2024 Memo  Account 1022 Polnts West Bank Ch... 7995. Payroll" Taxes -Clearing 1022. Points West Bank Ch... 6092. Miscellaneous -GG 1022. Polnts West Bank Ch... 6262. Harvest Festival 6262 Harvest Festival 1022 Points West Bank Ch... 6262. HarvestF Festival 1022. Points Wost Bank Ch... 7063. Supplies & Maintenan... 1022. Points West Bank Ch... 6140. Contributions 1022. Points West Bank Ch... 6262. Harvest Festival 1022. Points West Bank Ch... 7063. Supplies & Maintenan... 1022. Points West Bank Ch... 6262. Harvest Festival 6462 Supplies and! Mainten... 6062. Supplies andN Mainten... 1022 Points West Bank Ch... 7806. Salary-Ed Smith. Jr. 7995. Payroll Taxes Clearing 7995. Payroll Taxes- Clearing 1022. Points West Bank Ch... 7809. Salary-Richard MK Kehm 7995. Payroli7 Taxes- Clearing 7995. Payroil Taxes- - Clearing 7995. Payroll7 Taxes Clearing 7995. Payroll Taxes- Clearing 7995. Payroll Taxes -Clearing  Paid Amount -2,605.46 -2,605.46 -1,500.00 -1,500.00 -880.00 -180.00 -1,060.00 -141.50 -141.50 -20.00 -20.00 -200.00 -200.00 -46.32 -46.32 -87.95 -87.95 -1,110,00 -400.00 -1,190.00 -2,700.00 -108.15 -99.87 -4,097.03  Auto Withdraw Auto Withdraw  13366 Sedgwick County Chamb... Chamber Bucks  Chamber Bucks Donation Olson Family1 T-Shirts Harvest Festive Volunteer" T-Shirts Harvest Festival Entry Tags. Entry Tags Purchases at Staats awards.com  13383 Northeast coloradol health... Bacterla' Test  Water Bacteria Test Donation  Honored Citizens Harvest Fest Honored Citizens Neta Olson- Harvest Fest  Pump  13387 Marick's' Waste Disposal  Harvest FestivaiF Portap poties Potty Cleaning Spring Cleanu up Payroll Gross Payroll Social Securlty Mediclad Payroll Gross Payroll Social Security Medicare Federal Colorado W/H AFLAC  TOTAL 13388 Edward DS Smith  TOTAL 13389 Richard M. Kehm  TOTAL  -3,302.96 Page1    1:09F PM 10/17/24 Num  Town of Sedgwick Check Detail September 101 through October 21, 2024 Memo  Name  Account 1022. Points West Bank Ch... 7815. Salary-Heather) Moore 7995. Payrall Taxes- Clearing 7995. Payroll" Taxes- -Clearing 7995. Payroll Taxes -Clearing 7995. Payrall" Taxes- Clearing 7995. Payroll Taxes- Clearing 1022 Points West Bank Ch... 7820. Salary- Kim E Quayle 7995. Payroll Taxes- Clearing 7995. Payroll Taxes- -Clearing 7995. Payroll Taxes- Clearing 7995. Payroll Taxes Clearing 7995. Payroil Taxes Clearing 1022- Points West! Bank Ch... 7825. Salary-Eduardo Sanch... 7995. Payroll Taxes Clearing 7995. Payroll Taxes -Clearlng 7995. Payroll Taxes Clearing 7995. Payroll Taxes- Clearing 7995. Payroll Taxes- Clearing 1022. Points West Bank Ch... 7063. Supplies &N Maintenan... 1022. Points West Bank Ch... 6072- Telephone- GG 1022. Points West Bank Ch... 7896. Insurance Clearing 7896. Insurance Clearing 1022 Points West Bank Ch... 7063. Supplies & Malntenan... 1022. Points West Bank Ch.. 6062 Supplies andI Mainten..  Paid Amount -2,481.34  13390 Heather M. Moore  Gross Payroll Social Security Mediciad Federal Colorado AFLAÇ Payroll Payroll Social Security Medicare Federal Colorado AFLAC Payroll Gross Payroll Social Security Medicare Federal Coiorado AFLAC  TOTAL 13391 Kim E. Quayle  -2,105.10 -1,348.94  TOTAL 13392 Eduardo Sanchez  -1,006.40 2,946.86  TOTAL  -2,325.58 -400.00 -168.78 -568.78 -260.40 -260.40 -3,134.95 -882.10 -4,017.05 -116.00 -116.00 -289.28 -289.28  13393 AC-DC Water Worksl LLC ORC Services  ORCI Monthly Contract Services 334021765 Phonel lines and Fax line  Testing Samples, Double Checky valve ordering, hypochlorite parts and. : 7063 Supplies & Maintenan...  TOTAL 13394 CenturyLink TOTAL 13395 CIRSA TOTAL TOTAL 13397 Helena, TOTAL  Property/Casualty Quarterly payments for 2024 Workman-Comp Quarterly payments for 2024  13396 Freedom! Repair & Mainte... BackFlowl Preventors' Testing  BackFlow Preventors" Testing- -21 locations at $58.ea  41E Extra-41.50//Gal  Page2 2    1:09PM 10/17/24 Num  Town of Sedgwick Check Detail September 10 through October 21, 2024 Memo  Name  Account 1022. Points West Bank Ch... 7073. Utillies- Water 7994. Utilitles- - Clearing 6102. Utilities- TH-GG 6102. Utilltles- TH-GG 7073-Utlities- Water 6142 Streetl Lighting 7173. Utilities- Sewer 6102. Ullities- TH-GG 6102- Ultlites-TH-GG 1022. Points West Bank Ch... 7990. Supplies and Maint.- : 1022. Points West Bank Ch.. 6262. Harvest Festival 1022. Points West Bank Ch... 6032. Office Expense-GG 1022. Points' West Bank Ch... 6062. Supplies and Mainten... 1022. Points WestE Bank Ch... 6042. Professional Services. : 7163. Supplies and Mainten... 1022 Points West Bank Ch... 7163. Supplies and! Mainten... 1022. Points West Bank Ch... 6042. Professional Services. : 1022- Points West Bank Ch... 7063. Supplies &I Maintenan... 1022. Points West Bank Ch... 6062. Supplies andi Mainten... 1022. Points West Bank Ch... 6032. Office Expense -GG  Paid/ Amount  13398 Highline Electric Ass'n  WaterF Pump -66552 New Shop- 8280879 New Town- 822186 Museum- 8426371 Pumpt #2- 40915 Street Lights -41680 Sewer- 62657 Rodeo Grounds Community Center  -360.88 -52.07 -118.15 -43.47 -140.99 -221.30 -64.23 -67.74 -99.56 -1,168.39 -123.57 -123.57 -500.00 -500.00 -80.00 -80.00 -110.09 -110.09 -301.00 -236.50 -537.50 -363.00 -363.00 -4,000.00 -4,000.00 -20.00 -20.00 -926.62 -780.91 -1,707.53 -18.80 -18.80 Page3  TOTAL 13399 IDEALI Linens & Uniform TOTAL 13400 IHeart Media 34743... TOTAL 13401 Journal Office TOTAL TOTAL 13403 Kelly,P.C. TOTAL 13404 Knapp Electric TOTAL TOTAL TOTAL  Community center Linens andr rugsf for Town Hall  Radio advertising Copyr machine fees  13402 Julesburg Family! Market Account# 8814  Hardware, Paint ands supplies Legal Fees Regular Legal Feesf for Sewer Project Generac Generator Repair. 2023 Audit Prep Water Bacteria Test  13405 Littjohann Kauffman & P...  13406 Northeast colorado health... Bacteria' Test  13407 Points West Cardmembe...  Postage, Batteries, harvests supplies andy Wix.com annuallr membership 6032. Office Expense GG  Tractor parts Murphy Tractor AdverlismentPostings  TOTAL TOTAL  13408 Prairiel Mountain! Medla    1:09PM 10/17/24 Num 13409 PVSDX,INC TOTAL  Town of Sedgwick Check Detail September 10 through October 21,2024 Memo  Name  Account 1022. Points West Bank Ch... 7063. Supplies & Maintenan... 1022. Points West Bank Ch.. 7990. Supplies and! Maint.-. : 7990- Supplies and! Maint.- a 1022. Points WestE Bank Ch... 6162 Street Maintenance 1022. Points' West Bank Ch... 7346. Landfill- Trash 1022 Points West Bank Ch... 7163. Supplies and! Mainten...  Paid Amount  737000243.24 Sodlum Hypo DEF  -759.03 -759.03 -31.97 -12.78 -44.75 -104.23 -104.23 -506.96 -506.96 -4,954.60 -4,954.60  13410 S&WA Auto Supply TOTAL TOTAL TOTAL 13413 Work Force TOTAL  Bolts Washers, Clamps, Radiator cap Paint Supplies, andi lunber Landfill Fees  13411 Sedgwick Countyl Lumber  13412 Sedgwick County Sales Landfill Fees  Annual 1/30 ofTowns Sewer Lines cleaned Annual 1/3of1 Towns Sewerl Lines cleaned  Page4    3  i  $  * & $ C 0  8888 0e  - 6  3 3    Un-Official  September 9, 2024  Town of Sedgwick Record of Proceedings September 9th, 2024  Members Present: Danny Smith, Darrin Tobin, Dale. Jones, Roger Munson, Traci Sanchez, Peggy Owens, Bailey  Nail.  Employees Present: Heather Moore, Richard Kehm  Call to Order: The' Town Board met ini regular session. A quorum was verified, and the meeting was called to order  at 6:00 pm by Mayor Danny Smith Roll Call Mayor Danny Smith Here  Traci Sanchez Here Peggy Owens Here Dale. Jones  Bailey Nail Roger Munson Darrin Tobin  Absent Here Here  Here  Approval of Agenda Motion: Approval of Agenda Approval of Minutes  Traci Sanchez made at motion to approve the agenda; Peggy Owens seconded, all ini favor; none opposed, motion carried,  Ai few miss-spelled corrections. Motion: Approve the minutes motion carried.  Traci Sanchez made ai motion to approve the minutes with corrections; Darren' Tobin seconded, all in favor; none opposed,  Bills (Published in Julesburg Advocate)  Three added bills that need to be added tot the list.  Extral Items form Harvest fest was added as well one: for Olson family for T-Shirts for the Volunteers. Peggy Owens made ai motion toj pay the bills with added checks, Dale Jones seconded. (Roll Call: All Voted: for, None  Motion: Bills Roll Call Vote Against): motion carried. Clerk's Office  Trish reassured us that she is staying with Dan Pederson, sO we don't! have al big push at this time to talk to Working with GMS and State to get ready for our loan and the information needed for that.  Dan about when he retires.  Maintenance  Grader: needs ai new cable, Iwill work on finding that cable. We are thinking it's time to stop spraying Mosquitoes  Spoke tol Marick's about rental price int thet trash truck, they had no advice because that isn't something they  do.  Page 1 of4    Un-Official  September9,2024  Alan Coyne:  Wev will looking at the Water Tower being repaired in October when the contractor: is done at o PFAS grant was available for us, so Is signed the' Town up for that new sewer testing. Our Loan forgiveness was approved, next step: is getting the Loan Resolution prepared and Bond Counsel and Legal Council will work together on that for thei next meeting. Easement and MOU: has been sent today for the. Jenik's Property.  Peetz.  Danna with GMS - Sewer Project Update.  approved by thel Board.  Mayors Report  Harvest Festival went really good and thank you to everyone that helped.  The Guy that paints mural's, and he said he will paint two signs for us for $750. Hei is the one thati is painting Betty and painted the signs for Harvest Festival and would like to donate them to the school. They do a 100th  the church in Ovid.  day ofs school celebration and they are doing Dr. Suess The' Tractor Pull kids sent at thank you card.  Motion: opposed, motion carried. Motion: motion carried.  Dale. Jones made ai motion to approve ofh hiring the guy to paint the towns signs; Roger Munson seconded, all in: favor; none Traci Sanchez made a motion to donate the Dr. Suess signs tot the school; Roger Munson seconded, all: in favor; none opposed,  Board of Trustees Dale. Jones  o Thank you everyone on helping with Harvest. Festival. AndIwould liket to oversee hiring the Bands going forward. I would like to. hire the samel band again for next year. Wel haven't discussed The fire department donated tickets to thel Demo Derby to the band and they were sO honored.  price yet, Iami meeting with them next month to discuss that.  Public Comments - reminded they will have 3mins.  Lupe Casias -Iwill wait till next month, again, to be on the agenda to discuss my 21 points that Ib brought to Dora Devie - Thank you to Traci, Lupe and Nita for all the help. Wel had some cash to: return tot thel Board Linda and Shelly- - The Tree grant was approved, and meeting will be held September 17th in  the Mayor. from the exhibits.  Julesburg to go over the grant.  New Business  Sedgwick County Boster Membership- - Asking for a donation  o Last year we donated $200.  Motion: motion carried.  Peggy Owens: made a: motion to donate $200 Cougar Booster level; Roger Munson seconded, all in favor; none opposed,  Page 2of4    Un-Official  September 9, 2024  Kim Orth and Anna Scott.  O Wea are representing thel Hippodrome, with an Invitation to you all for aj presentation by Andrew McCray September 25th at 7pm at the Sedgwick Community! Recreation Center. Hei is training small communities to improve ways to go from ordinary to extraordinary communities. Hel has written al book about this as well. Wel have a Grant tol help with community communication and building up morale. The next day there will be a smaller group for Town Board Members tol have ai more: intimate time with Andrew.  Jamie Smith - PCTelcom discussion on Fiber Optics in Town.  o Wel have a grant that will bring Fiber to the area. It will come down C.R.30. Then we would  like to come down Main St with that line.  Previous discussions stopped due to the contract not being acceptable and the fact the Town is trying to get a Sewer Project completed, and then we will work on our water Project. The only item we don'tagree with on the original contract is free internet for Wea are now willing to work with the town on assisting with locating the lines when Wes arel looking at starting withj just the main line in 2026 that is funded by the grant, and we come back later tol branch off that line tot the homes at the cost being absorbed Webrought Map ofv what our plani is. It can bej posted here so people can review it.  Town Hall.  you're working through any oft these projects.  by PCTelcom.  24-5 Resolution: IGA - Julesburg Trash Truck Rental Fee  o Board discussed how to charge the Town ofJulesburg. They discussed ifmaintenance $200 a day was discussed ifthat would cover wear and tear and: regular maintenance And if the Town: needs the' Truck for our own trash day the truck must be available. Returned Full ofDiesel and in the same condition as it was picked up.  or repairs should bei involved. or repairs. Ifthey break it, they fix it. Name the Town as Insured.  Motion: opposed, motion carried.  Dale. Jones made ai motion to accept. Resolution 24-5 with stipulations added.; Darrin' Tobin seconded, alli in favor; none  Rhonda Graham  Chamber Bucks is off and running last year you contributed $1,500.00 and we ask if that is something the Town would be willing to do that again, and ifthey would be Board members mentioned that we always donate and yet we hardly receive the same kind ofs support from other towns or recognition. Snack Backs KBL and Highline arej putting together grab bags to take out to thel local farmers in the field, would the Town like toj purchase items to put in the grab bags. The board decided toj purchase 100 Gatorades and 100 Beef Sticks as the  willing to accept them for payments.  contribution.  There has been some progress in the Housing Grant. Community Center for the Wind Towers Project.  September 12th is aj planning and zoning meeting at 8am at the Sedgwick County  Page 30 of4    Un-Official  September 9, 2024  Motion: Motion: motion carried, Old Business  Dale. Jones made ai motion tol Purchase 100 Small Gatorades and 1001 Beef. Jerk to Snack Backs; Roger Munson seconded, all Traci Sanchez made ai motion to Contribute $1500 to Chamber Bucks; Peggy Owens seconded, alli in favor; none opposed,  inf favor; none opposed, motion carried.  None  Meeting Adjourned: Motion:  At7:23pm, Traci Sanchezi made a1 motion to adjourn, Dale. Jones seconded, all werei in favor, none apposed motion carried.  Mayor  Attest: Town Clerk  SEAL  Page 4 of4    STATE OF COLORADO COUNTY OF SEDGWICK TOWN OF SEDGWICK  ) ) ) ) )  The Board ofTrustees of the Town of Sedgwick, Colorado, met in regular session in full conformity with law and the ordinances and rules of the Town at the Sedgwick Town Hall, 29 Main Avenue, Sedgwick, Colorado, on. Monday, the 21st day ofOctober, 2024, at 6:00 p.m.  Upon roll call the following were present in person or via teleconference, constituting a  quorum:  Mayor: Trustees:  Danny Smith Peggy Owens Dale. Jones Roger Munson Traci Colbeck-Sanchez Darrin Tobin Bailey Nail Heather Moore  Also present:  Town Clerk:  Absent: Thereupon Trustee  introduced, and as copies were available for the  public, there was read by title only, the following Resolution:  DN 3226747.1    RESOLUTION NO.24-7  A RESOLUTION OF THE TOWN OF SEDGWICK ACTING BY AND THROUGH ITS SEDGWICK SEWER AND WATER ENTERPRISE APPROVING A LOAN BETWEEN THE COLORADO WATER RESOURCES AND POWER DEVELOPMENT AUTHORITY AND THE SEDGWICK SEWER AND WATER ENTERPRISE IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,700,065 FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE TOWN OF SEDGWICK WASTEWATER FACILITIES; AUTHORIZING THE FORM AND EXECUTION OF A LOAN AGREEMENT AND A GOVERNMENTAL AGENCY BOND EVIDENCING THE LOAN; PROVIDING THAT THE GOVERNMENTAL AGENCY BOND SHALL. BEI PAYABLE ONLY: FROM REVENUES OF THE SEDGWICK SEWER AND WATER ENTERPRISE; AND PRESCRIBING OTHER DETAILSINCONCONNECTION THEREWITH, WHEREAS, the Sedgwick Sewer and Water Enterprise (the Enterprise"): is a duly created water activity enterprise existing under the provisions ofTide37,Article 45.1, Colorado Revised  Statutes ("Water Activity Law"); and  WHEREAS, the Enterprise has no authority to levy or collect or usei ini its operations taxes, WHEREAS, the Board ofTrustees ("Board") ofthe' Town ofSedgwick ("Town")i isacting WHEREAS, the Enterprise is a government owned business authorized to issue its own revenue bonds and receiving under ten percent (10%) of annual revenue and grants from all Colorado state and local governments combined and it is hereby determined that the Enterprise is an enterprise within thei meaning of Article. X, Section 20 ofthe Colorado Constitution; and WHEREAS, the' Town, acting by and through the Enterprise, has heretofore determined to construct a new evaporative non-discharging lagoon wastewater treatment facility replacing the existing discharging lagoon wastewater treatment facility (the "Project"), said Project to be operated and maintained as part oft the wastewater system oft the Enterprise (the System"); and WHEREAS, the Enterprise is authorized by Title 37, Article 45.1, C.R.S., and Article X, Section 20 ofthe Colorado Constitution to issue revenue bonds authorized by action oft thel Board without the approval oft the electors ofthe Town, such bonds tol bei issued in the manner provided  whether sales taxes, use taxes or ad valorem taxes; and hereunder as the governing body oft the Enterprise; and  in Part 4 ofArticle! 35 ofTitle 31, C.R.S.; and  WHEREAS, the Board, acting by and through the Enterprise, has determined and hereby determines that iti is in the best interests oft the Town, and the residents thereof, to enter into al loan agreement (the "Loan. Agreement") with the Colorado Water Resources and Power Development Authority (the "CWRPDA") pursuant to which the CWRPDA will loan to the Enterprise, an amount not to exceed $2,700,065, payable over 30 years at one and three quarters percent (1.75%) interest with Up-Front Principal Forgiveness to be Applied at Closing of approximately  2    $1,000,000 for a Maximum Total Principal to be Repaid after Application ofUp-Front Principal Forgiveness of$1,700,065 all in accordance with the terms oft the Loan Agreement; and  WHEREAS, none oft the members of the Board have any potential conflicting interest in connection with the authorization, issuance, or sale oft thel bond, or the use ofthe proceeds thereof;  and  WHEREAS, the Board desires to authorize the issuance and sale of the bond and the BEITRESOLVED BY THE GOVERNING BODY OF' THE SEDGWICK SEWERAND Section 1. Definitions. As used herein, the capitalized terms shalll have the respective meanings set forth below, unless the context indicates otherwise, all other capitalized terms shall  execution oft the foregoing documents. WATER ENTERPRISE:  have the respective meanings set forth in the Loan Agreement.  Bond: the Governmental Agency Bond, dated as of the date of issuance, issued in the aggregate principal amount ofnot to exceed $2,700,065, as authorized by this Resolution. C.R.S.: the Colorado Revised Statutes, as amended and supplemented as ofthe datel hereof. Loan Agreement: that Loan Agreement between the Colorado Water. Resources and Power Development Authority and the Town ofs Sedgwick, Colorado acting by and through its Sedgwick  Sewer and Water Enterprise dated  Owner: the owner of the Bond.  Project: the construction of a new evaporative non-discharging lagoon wastewater treatment facility replacing the existing discharging lagoon wastewater treatment facility.  Resolution or Bond Resolution: this Resolution No.  oft the Sedgwick Sewer and  Water Enterprise.  System: Includes (i) any facility, plant, works, system, building, structure, improvement, machinery, equipment, fixture or other real or personal property, relating to the collection, treatment, storage and distribution ofv water or the collection, treatment, transmission and disposal of wastewater that is owned, operated, or controlled by the Town of Sedgwick acting by and through the Sedgwick Sewer and Water Enterprise, including, without limitation, the Project (ii) any renewal, replacement, addition, modification or improvement to (i). above, and (iii) all real or personal property and rights therein and appurtenances thereto necessary or useful or convenient for the effectiveness of the purposes oft the Enterprise in the transmission, treatment, storage and distribution of water or the collection, treatment, transmission and disposal ofwastewater. Section 2. Approval ofLoan Agreement. That Loan Agreement in substantially the form presented herewith between the Colorado Water Resources and Power Development Authority and the Sedgwick Sewer and Water Enterprise and evidencing a loan from the Colorado Water Resources and Power Development Authority to the' Town of Sedgwick, Colorado, acting  3    by and through its Sedgwick Sewer and Water Enterprise is hereby approved and the Enterprise is  authorized to undertake and complete the Project.  Section 3. Authorization of Bond. In accordance with the Constitution, Title 31, Article 35, Part 4, C.R.S.; Title 11, Article 57, Part 2, C.R.S.; Title 37, Article 45.1, C.R.S.; and all other laws of the State of Colorado and pursuant to the Loan Agreement, there shall be issued the Governmental Agency Bond" of the Enterprise, in the aggregate principal amount of not to exceed $2,700,065, for the purpose of paying the costs oft the Project (the Project Costs"). The  accomplishment oft the Project is hereby authorized, approved, and ordered.  Section 4. Election to Apply Supplemental Act. Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Act") provides that a public entity may elect in an act ofissuance to apply all or any of the provisions of the Supplemental Act. The Board hereby elects to apply some of the  provisions ofthe Supplemental Act to the Loan Agreement and the Bond.  Section 5. Special Obligations. The Bond shall be payable only out of the Pledged Property as defined in the Loan. Agreement. The Owner: may not look to any general or other fund oftheTown forj payment ofthej principal and/orinterest ont the Bond, except thei fundsand accounts pledged thereto by this Resolution and the Loan Agreement, and the Bond shall not constitute a debt or an indebtedness of the Town within the meaning of Article XI, Section 6 of the Colorado Constitution or any statutory provision or limitation; nor shall it be considered or held to be a general obligation of the Town. Pursuant to Section 11-57-208 of the Supplemental Act, the revenue pledged to the payment of the Bond and Loan Agreement (the Pledged Property" as defined: ini thel Loan Agreement) shall immediately be subject to the lien oft the pledge without any physical delivery thereof, filing or further act. The lien of such pledge shall have the priority described in the Loan Agreement and shall be binding and enforceable against all persons having claims of any kind in tort, contract, or otherwise, irrespective ofwhether such persons have: notice  ofs such lien.  Section 6. Bond Details. The Bond shall be in the principal amount of not to exceed $2,700,065, with Up-Front Principal Forgiveness tol be Applied at Closing, payable over 30 years and which shall bear interest at thei rate ofone and three-quarters percent (1.75%), shall mature as provided in thel Loan Agreement, and shall bej payable in the time and manner, and shall bes subject to optional prepayment, as set forth in the Loan Agreement. The Enterprise shall execute and deliver to the Authority the Bond pursuant to the Loan Agreement as evidence of the Loan Repayments, as defined in the Loan Agreement. The Bond shall be substantially in the form set  forth in the Loan Agreement.  Section 7. Conclusive Recital. Pursuant to Section 11-57-210 of the Supplemental Act, thel Bond shall contain ai recital thati titisi issued pursuant to the Supplemental Act. Such: recital shall be conclusive evidence ofthe validity and thei regularity oft the issuance ofthe Bond after its  delivery for value.  Section 8. No Recourse Against Officers and Agents. Pursuant to Section 11-57- 209 of the Supplemental Act, if a member of the Board, or any officer or agent of the Town or Enterprise acts in good faith, no civil recourse shall be available against such member, officer, or  4    agent for payment of the principal, interest or prior redemption premiums on the Bond. Such recourse shall not be available either directly or indirectly through the Board, the Town or the Enterprise, or otherwise whether by virtue of any constitution, statute, rule oflaw, enforcement of penalty, or otherwise. By the acceptance ofthel Bond and as part ofthe consideration ofi its sale or purchase, any person purchasing or selling such Bond specifically waives any such recourse. Section 9. Form and Execution of the Bond. The Bond shall be executed with a facsimile or manual signature of the Mayor of the Town, sealed with a facsimile or manual impression ofthe seal oft the' Town, and attested by the facsimile or manual signature oft the Town Clerk. Should any officer whose facsimile or manual signature appear on the Bond cease to be such officer before delivery oft the Bond to a purchaser, such facsimile or manual signature shall  nevertheless be valid and sufficient for all purposes.  Section 10. Disposition and Investment of Proceeds. The Bond shall be issued and sold for the purpose of paying the Project Costs. The Owner shall not be responsible for the application or disposal by the' Town or any ofits officers ofthe funds derived from the salet thereof. All or any portion ofthel Bond Proceedsi mayl bet mpnlyimelaereinets. pending Section 11. Authorization to Execute Documents. The Mayor and Town Clerk shall and they are hereby authorized and directed to take all actions necessary or appropriate to effectuate the provisions of this Resolution, including, but not limited to, the execution of such certificates and affidavits asi may bereasonably: I required. The execution by thel Mayor oftheTown ofany document authorized herein shall be conclusive proof of the approval by the Town of the  such use, in securities or obligations which are. lawful investments.  terms thereof.  Section 12. Authorized Officer. Danny Smith, Mayor oft the Town of Sedgwick or his successor, and Heather Moore, Town Clerk, or her successor, are hereby authorized to act as the "Authorized Officer" under the Loan Agreement (as such term is therein defined), and to furnish  their names to the. Authority in accordance with the Loan Agreement.  Section 13. Costs and Expenses. All costs and expenses incurred in connection with the issuance and payment oft the Bond shall be paid either from the proceeds oft thel Bond or from  legally available moneys ofthe Enterprise, or from a combination thereof.  Section 14. Ratification and Approval of Prior Actions. All actions heretofore taken by the officers ofthe' Town and the members oft the Board, not inconsistent with the provisions of this Resolution, relating to the authorization, sale, issuance, and delivery of the Bond are hereby  ratified, approved, and confirmed.  Section 15. Resolution Irrepealable. After the Bond has been issued, this Resolution shall constitute a contract between the Owner and the Enterprise, and shall be and remain irrepealablei until thel Bond shall havel been fullyp paid, satisfied, and discharged, as herein provided. Section 16. Repealer. All orders, bylaws, resolutions ofthe Enterprise, or parts thereof inconsistent or in conflict with this Resolution are hereby repealed to the extent only of such  inconsistency or conflict.  5    Section 17. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions oft this Resolution, the intent being that the same are severable.  Section 18. Recording and Authentication. Upon adoption hereof, this Resolution shall be recorded in a book kept for that purpose and shall be authenticated by the signatures of  the Mayor and the' Town Clerk.  Section 19. Effective Date. This Resolution shall take effect immediately upon INTRODUCED, READ AND PASSED AS A RESOLUTION at ai regular meeting of the Board of Trustees acting as the governing body oft the Sedgwick Sewer and Water Enterprise on  adoption.  the (SEAL) ATTESTED:  day of  2024.  Mayor  Town Clerk  6    Itv was thereupon moved by Trustee  and seconded by Trustee  that the foregoing Resolution, introduced at this meeting as  aforesaid, be passed and adopted.  The question being upon the adoption of the motion, the roll was called with the  following result:  Those voting YES: Mayor: Trustees:  Danny Smith Peggy Owens Dale. Jones Roger Munson Traci Colbeck-Sanchez Darrin' Tobin Bailey Nail  Those voting NO:  members of the Board of Trustees present having voted in favor  ofsaid motion, the presiding officer thereupon declared the motion carried and that the  Resolution was passed and adopted.  Thereupon, after consideration of other business to come before the Board, thei meeting  was adjourned. (SEAL)  Mayor  ATTESTED:  Town Clerk  7    STATE OF COLORADO COUNTY OF SEDGWICK TOWN OF SEDGWICK  / )  I,H Heather Moore, Town Clerk oft the Town of Sedgwick, Colorado, do hereby certify that the foregoing pages numbered 1t to 7, inclusive, constitute a full and correct copy oft the record of the proceedings oft the Board ofTrustees ofthe Town acting as the governing body oft the Sedgwick Sewer and Water Enterprise, taken at ai regular meeting thereof, held the Sedgwick Town Hall at 29 Main Avenue, Sedgwick, Colorado, sO far as said minutes relate to al Resolution concerning approving al loan between the Colorado Water Resources and Power Development Authority and the Town of Sedgwick, Colorado, acting by and through its Sedgwick Sewer and Water Enterprise for the purpose of financing improvements to the wastewater system; that said Resolution has been duly authenticated by the signatures oft the presiding officer oft the Board of Trustees and myself, as Town Clerk oft the Town, sealed with the corporate seal oft the' Town and  the Resolution recorded in the Book kept for that purpose in my office.  IN WITNESS WHEREOF, Ihaveh hereunto subscribed my name and affixed the seal of  the' Town, this (SEAL)  day of  2024.  Town Clerk  8    |DATED: Closing Date]  Colorado Water Resources and Power Development Authority Ladies and Gentlemen:  We are attorneys admitted to practice in the State of Colorado and we have acted as bond counsel for TOWN OF SEDGWICK, COLORADO, ACTING BY AND THROUGH ITS SEDGWICK SEWER AND WATER ENTERPRISE (the "Governmental Agency"), of the State of Colorado, which has entered into a Loan Agreement (as hereinafter defined) with the COLORADO WATER RESOURCES AND POWERI DEVELOPMENT AUTHORITY (the "Authority"), and have acted as such in connection with the authorization, execution, and delivery by the Governmental Agency of the Loan Agreement and Governmental Agency Bond (as In sO acting we have examined the Constitution and laws of the State of Colorado and proceedings relating to organization of the Governmental Agency. We have also examined originals, or copies certified or otherwise identified to our satisfaction, ofthe following:  hereinafter defined).  (a) theLoan. Agreement, dated as of the Authority and the Governmental Agency;  (the' "Loan. Agreement"), by and! between  (b) the proceedings of the governing body of the Governmental Agency relating to the approval of the Loan Agreement, and the execution, issuance, and delivery thereof by the Governmental Agency, and the authorization oft the undertaking and completion oft the Project  (as defined in the Loan Agreement); (c) the Governmental Agency Bond, dated as of  (the "Governmental Agency  Bond"), issued by the Governmental Agency to the Authority to evidence the Loan (as defined (d) the proceedings of the governing body of the Governmental Agency relating to the issuance, ofthe Governmental Agency Bond, and the execution, issuance, and delivery thereof to the Authority (the Loan Agreement and the Governmental Agency Bond are referred to  ini the Loan Agreement);  herein collectively as the "Loan Documents");  E-2-1    (e) all outstanding instruments: relating to thel bonds, notes, or other indebtedness of, orrelating (f) the opinion ofl Melinda Culley, Esq., ofKelly P.C., General Counsel to the Town. Wehave also examined and relied upon originals, or copies certified or otherwiseauthenticated to our satisfaction, ofsuch other records, documents, certificates, and otheri instruments, and made such investigation oflaw as in our judgment we. have deemed necessary or appropriate to enable  to the Governmental Agency; and  us to render the opinions expressed below.  Based upon the foregoing, we are oft the opinion that:  (1) The Governmental Agency is a "governmental agency" within the meaning of the (2) The Governmental Agency has full legal right and authority to execute the Loan Documents and the Governmental Agency has full legal right and authority to observe and perform its respective duties, covenants, obligations, and agreements thereunder; subject, however, to the effect of, and to restrictions and limitations imposed by or resulting from, bankruptcy, insolvency, moratorium, reorganization, debt adjustment, or other similar laws affecting creditors' rights generally (Creditor's Rights Limitations), heretofore or hereafter (3) The Governmental Agency has pledged the Pledged Property described in Paragraph (3) ofExhibit A to thel Loan Agreement for the punctual payment ofthe principal on the Loan and all other amounts due under the Loan Documents according to their respective terms, and the Authority has a first lien on such Pledged Property, but not an exclusive first lien. No filings or recordings are required under the Colorado Uniform Commercial Code in order to provide ai first lien on such Pledged Property, and all actions have been taken as required under Colorado law to insure the priority, validity, and enforceability ofs such lien. (4) Thel Loan Documents havel been duly authorized, executed, and delivered by the authorized officers of the Governmental Agency; and, assuming in the case ofthel Loan Agreement, that the Authority has all the requisite power and authority to authorize, execute and deliver, and has duly authorized, executed, and delivered the Loan Agreement, the Loan Documents constitute thel legal, valid, and' binding obligations ofthe Governmental Agency enforceablein accordance with their respective terms; subject, however, to the effect of, and to restrictions and limitations imposed by, or resulting from, Creditor's Rights Limitations or other laws, judicial decisions, and principles of equity relating to the enforcement of contractual obligations generally, provided that no opinion is expressed herein regarding the validity or enforceability of Section 3.06 of the Loan Agreement or any other provision thereof that purports to require the Governmental Agency to indemnify orl hold any party harmless. (5) To the best ofo our knowledge, after suchi investigation as wel have deemed appropriate, the authorization, execution, and delivery of the Loan Documents by the Governmental Agency, the observance and performance by the Governmental Agency of its duties, covenants,  Authority's enabling legislation.  enacted.  E-2-2    obligations, and agreements thereunder, and the consummation of the transactions contemplated therein, do not and will not contravene any existing law, or result in a breach or violation ofany oft the terms and provisions of, or constitute a default under, any outstanding instruments relating to the bonds, notes, or other indebtedness of, or relating to, the (6) To the best of our knowledge, after such investigation as. we deemed appropriate, all approvals, consents, or authorizations of, or registrations of or filings with, any governmental orp public agency, authority, or person required to date on the part ofthe Governmental Agency in connection with the authorization, execution, delivery, and performance of the Loan (7): The execution and delivery of the Loan Documents are not subject to the limitations of Article X, Section 20 ofthe Colorado Constitution, since the Governmental Agency as defined in the Loan Agreement constitutes an enterprise under said Article X, Section 20 on the date ofsuch execution and delivery. The performance of the Loan Documents is not subject to the limitations of said Article X, Section 20, as long as the Governmental Agency continues to qualify as an enterprise under said Article X, Section 20. Ifthe Governmental Agency ceases tob be an enterprise under said Article X, Section 20, during the Loan Term, the Loan Documents will continue to constitute legal, valid and binding obligations ofthe Governmental Agency enforceable in accordance with their respective terms; subject, however, to (a) Creditor's Rights Limitations or other laws, judicial decisions and principles of equity relating to the enforcement of contractual rights generally and (b) subject to the next sentence, the revenue and spending limitations of said Article X, Section 20. If the Goyernmental Agency at any time ceases to be an enterprise under said Article X, Section 20, (i) the' Town may continue to impose and increase fees, rates and charges without voter approval; (ii) all revenues oft the Governmental Agency used to pay Loan Repayments will be included in the Town fiscal year spending limit under Section 7(d) of said Article X, Section 20 except that debt service changes and reductions are exceptions to, and not part of, the Town revenue and spending bases and limits; and (ii) if the Town is required to reduce spending in order to comply withi its fiscal year spending limit under Section 7(b) ofs said Article X, Section 20, the Town will first be required to reduce spending for purposes for which it does not have an obligation under law or by contract prior to reducing spending required to comply with the This opinion is rendered on the basis of Federal law and the laws of the State of Colorado as enacted and construed on the date hereof. We express no opinion as to any matter not set forth in We hereby authorize Carlson, Hammond & Paddock, L.L.C., General Counsel to the Authority, to: rely on this opinion as if wel had addressed this opinion to them in addition to you.  Governmental Agency.  Documents havel been obtained or made.  other covenants contained in the Loan Documents.  the numbered paragraphs herein.  Very truly yours,  E-2-3    dgwckoepeterom.op  From: Sent: To: Subject: Heather,  Kevin Lybrand twnycandepdecomop: Tuesday, September 24, 2024 10:36 AM gwakoepctecomcop RE: ROWA Agreement (PCTELCOM Clean)  lam happy with this document and have a copy of ouri insurance should we movei forward. Please letme  knowi ifyou needanythinge else from me.  Thanks Kevin Kevin Lybrand CEO/General Manager 240S Interocean Holyoke, Co 80734 Office 970-854-2141 Cell970-467-6343 pctelcom  ss  PCTelcom is ane equal opportunity provider and employer.  Thei information contained! int this e-mail transmission is confidential andr mayk be legally privileged. Itisi intended solely for the use oft the entity named above. Ify youa are not thei intended recipient, youa are notifiedt that any dissemination, distribution, copying, or other use oft thisi information,  including attachments, is prohibited. Please notify the sender oft the mistakent transmission. From: eagwcpepdelomcop <sedgwickco@prtelcom.coop> Sent: Monday, epember16,024927AM To: Kevin Lybrand kevin.ybrand@pctelcom.org> Subject: ROW Agreement ( PCTELCOM Clean)  Good Morning Kevin,  After the last meeting our attorney has prepared this revised agreement. Please review and let me knowi ifiti is sufficient.  Iwill hand this to our board members ati the next meeting to review as well.  eatherMoore, Town Clerk 970-463-8814 phone 970-463-5537 fax 29 Main. Avenue P.O. Box 27 Sedgwick, C080749-0027  1    RIGHT-OF-WAY AGREEMENT  THISRIGHTOF-WAYAGREEMENT: CAgreememt)ismade: and entered intot this municipal corporation, ("Town") and PHILLIPS COUNTYTELEPHONECOMPANY,aColorado  day of  20  by and between the TOWN OF SEDGWICK, a Colorado  telecommunications provider ("Company").  1. Grant ofLicense. The Town hereby grants to Company a non-exclusive license to occupy and use, subject to all ofthe terms and conditions ofthis Agreement, the' Town rights-of-way generally depicted in Exhibit A, attached hereto and incorporated herein by reference (the "Rights- of-Way"). Prior to the installation of the Facilities (defined below), the Company and Town shall meet and mutually agree upon the specific Rights-of-Way and locations ofthe Facilities within such Rights-of-Way. The Rights-of-Way are being licensed to Company "as-is" without warranty of any kind, express or implied, including any warranty ofi merchantability or fitness for aj particular  purpose. 2.  Permitted Use. The Rights-of-Way may be occupied and used by Company for the  purpose of installing, operating, maintaining, repairing, and replacing telecommunications equipment, conduit and/or fiber optic cable as shown on Exhibit] B, attached hereto andi incorporated herein by reference ("Facilities"). Except as specifically allowed by this Agreement, Company shall not place, build, expand, or add to any structures or other items on the Rights-of-Way. Upon installation of the Facilities, Company shall provide the Town with "As-Built" drawings for the Facilities showing their location in the rights-of-way. Company agrees to take such actions as necessary to maintain the Facilities in a good and safe condition at all times. Company agrees to comply at all times with the ordinances, resolutions, rules, andi regulations ofthe Towni in Company's  use and occupancy ofthel Rights-of-Way.  3.  No Interest in Rights-of-Way. Company agrees that it does not have or claim, and  shall not at any time in the future have or claim, any ownership interest or estate in the Rights-of- Way,i including any fee, leasehold interest, easement or any other interest in real property included  in thel Rights-of-Way. 4.  Non-Interference: Duty tol Repair and Clean-Up. Int the exercise ofits rights pursuant  to this Agreement, Company shall avoid any damage or interference with any Town installations, structures, sanitary sewers, water mains, storm drains, gas mains, poles, utilities, ori improvements on, under, or adjacent tot thel Rights-of-Way. Any Rights-of-Way or Town or private property disturbed or damaged by Company, its agents or contractors shall be promptly repaired by Company ati its sole expense. Promptly after construction, maintenance repair, alteration or modification of the Facilities, the Company shall remove all construction debris from the Rights-of-Way. Ati no time, shall any construction debris or materials be left within thet traveled surface of the Rights-of-Way  or otherwise in ai manner that creates al hazard to pedestrians or traffic.  5.  Relocation of Facilities. The Town shall have the right to require Company to  relocate, remove, replace, modify or disconnect the Facilities in the event of an emergency, or when the public health, safety or welfare requires such change (for example, without limitation, by reason of traffic conditions, public safety, right-of-way vacation, right-of-way construction,  1    change or establishment of right-of-way grade, installation ofs sewers, drains, electric lines, gas or water pipes, conduits, cables, or any other types of structures or improvements by the Town for public purposes). Such work shall be performed at the Company's expense. The Town also reserves the right to make full use of the Rights-of-Way involved as may be neçessary or convenient, and the' Town retains all rights to operate, maintain, install, repair, remove, replace or relocate any ofits facilities located within the Rights-of-Way at any time and in such ai manner as ito deems necessary or convenient. Except during an emergency, the Town shall provide reasonable notice to Company, ofnot less than sixty (60) days, and allow Company the opportunity toj perform any relocation, removal, replacement, modification or disconnection oft the Facilities. Ifthe' Town requires Company to relocate its Facilities, the Town shall make ai reasonable effort to provide the Company with an alternate location within the Rights-of-Way. If Company fails to complete the relocation within the sixty (60) day period, the Town: may remove the Facilities or otherwise cause such work tol be done and bill the cost ofthe work to the Company, including all costs and expenses incurred by the' Town due to the Company's delay. Ins such event, the' Town shall not bel liable for any damage to any portion of the Facilities other than damage caused by the Town's négligence or willful misconduct. Company shall make full payment to the Town within thirty (30) days of  receipt of an itemized list of such costs.  6.  Company's Property. The' Town shalll haver no responsibility, liability, or obligation  with respect to the safety or security of any person or property on account oft the Company's use of the Rights-of-Way or any personal property placed or located on, at, or in the Rights-of-Way by Company, it beinga acknowledged and understood' by Company as between Company and' Town that the safety and security of any such persons and property is the sole responsibility and risk of  Company. 7.  Indemnification. Company agrees to save and hold1 harmless the Town, itso officers,  employees and agents from any liability claims or demands on account of the negligent acts or omissions of Company, its officers, employees and agents, arising out of or resulting from its use and occupancy oft the Rights-of-Way, the operation ofi its Facilities or Company's breach of any provision of this Agreement. This indemnification shall include all costs and expenses incurred by the Town in the defense ofany such claim brought against the' Town as ai result of Company's actions. This indemnification shall not be construed to extend to any claim resulting from the  negligent acts or omissions to act by the Town.  8.  Insurance. a.  Company shall carry during the term oft this Agreement, at its own cost and  expense, the following insurance: (1) commercial general liability insurance with a minimum limit ofliability of $2,000,000 per occurrence and $4,000,000 general aggregate and which provides coverage for bodily injury, death, damage to or destruction ofproperty ofothers, including loss of use thereof, and including products and completed operations; (ii) Workers' Compensation Insurance as required by law; and (iii) employers' liability insurance with minimum limits of $500,000 bodily injury each accident, $500,000 bodily injury each disease, and $500,000 bodily injury disease aggregate. Company shall require each ofits contractors to adhere to these same requirements or shall insure the activities of  the contractors in the Company's: insurançe policies.  2    b.  Company shall not be relieved of any liability, claims, demands, or other  obligations assumed pursuant to this Agreement by reason of its failure to procure or maintain insurance, or by reason ofits failure to procure or maintain insurancei in sufficient amounts, durations, or types. The coverages required above shall be procured and maintained with forms and insurers acceptable to the Town. All coverages shall be  continuously maintained for the duration oft this Agreement.  C.  Company's general liability insurance shall be endorsed to include the  Town unless the Town in its sole discretion waives such requirement. Every policy required above shall be primary insurance, and any insurance carried by the Town, its officers, or its employees, shall be excess and not contributory insurance to that provided by' Town. Such policies shall contain a severability ofinterest provision. Company shall bes solelyresponsible for any deductible! losses under each oft the policies required above. policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be subject to review and approval by the' Town. No required coverage shall be cancelled, terminated or materially changed until at least 30 days prior written notice has been given to the Town. The Town reserves the right to request and receives a  d.  Certificates of insurance shall be provided by Company as evidence that  certified copy of any insurance policy and any endorsement thereto.  9.  Waiver of Claims. In consideration for the rights granted under this Agreement,  Company waives all claims, demands, causes of action, and rights it may assert against the Town and its officials, personnel, agents, and representatives because of any loss, damage, or injury to the Facilities, except with respect to claims, demands, causes of action and rights the Company may assert against the Town and its officials, personnel, agents, and representatives in connection  with their negligence and willful misconduct.  10. Attorney Fees. In the event of any dispute or litigation arising under the terms oft this Agreement tos secure or enforce: its rights, ori in thè event ofnonperformance ofany obligation arising under this Agreement, the party that prevails in such dispute, shall be entitled, in addition to other  damages or costs, to receive from its court costs and reasonable attorneys' fees.  11. Reservation of Police Powers; Other Users. Any and all rights expressly granted to Company under this Agreement shall be subject to the Town's lawful exercise ofi its police powers and the prior and continuing right oft the Town under applicable laws to use any and all parts oft the Rights-of-Way concurrently with any other person or entity and shall bei further subject to all deeds, easements, dedications, conditions, covenants, restrictions, encumbrances, and claims of title of  record which: may affect thel Rights-of-Way.  12. Notice. Any notices or communication required or permittedl hereunder shall be given in writing and shall bej personally delivered, or sent by United States mail, postage prepaid, registered  or certified mail, return receipt requested, addressed as follows:  Town: Town ofs Sedgwick  Company: PCTelcom 3    29: Main Avenue PO: Box 27 Sedgwick, CO 80749  240 S Interocean Ave PO: Box 387 Holyoke, CO 80734  or to such other address or the attention of such other person(s) as hereafter designated in writing by  the applicable parties. Notices shall be effective upon mailing.  13. Waiver. Waiver by the Town of any breach of any term or provision of this Agreement shall not be deemed a waiver ofa any subsequent breach ofthe same or any other term or  provision thereof.  14. No_Assignment. Company may not assign or otherwise transfer this Agreement or its duties and obligations contained in this Agreement without the prior written notice to and written consent of the Town, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Company shall not bei required to obtain the consent ofthe' Town for ()a any corporate financing, merger or reorganization or (ii) assignment or transfer of this Agreement or the rights herein granted to any subsidiary or parent company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted  successors and assigns.  IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first  above written.  TOWN OF SEDGWICK  By:  Mayor  ATTEST:  Town Clerk  By:  4    ACKNOWLEDGEMENT  STATE OF COLORADO  ) )ss )  COUNTY  The above and foregoing signature of  was subscribed and sworn to  before me this  day of  20  Witness my hand and official seal.  My commission expires on:  Notary Public Address  (SEAL)  5    EXHIBIT A Map of Facilities  6    EXHIBIT B Facilities Specifications  7