C150319 Feasibility Study

• Contract/PO #: C150319
• Contract/PO #: CT2015-043
• Contractor Name: Fisher Ditch Company
• Contract Type: Loan
• County: Denver
• Loan Projects - Doc Type: Feasibility Study

Diversion Headgate. The preferred alternative would be to remove the corroded portions of the existing gate and to repair those elements in kind (Figure 3). It is believed that the lower
quarter-to-third of the gate skin would be replaced with 3/8-inch steel. Additionally, structural members would be replaced if required, based on inspection in a shop environment. The
in-situ inspection completed to date shows the upper portion of the gate skin, structural support, and hoist mechanism to be in good repair and serviceable into the future. Preferred
Alternative – Project 2. Replacement of Existing pipeline along Broadway. The preferred alternative for this project would be to replace the existing corrugated metal pipeline with a
24-inch by 38-inch elliptical reinforced concrete pipeline (RCPE) (Figure 4). Though more expensive, replacing the existing pipeline at the current grade with RCPE will allow the pipeline
to better resist the occasional loads applied to it and allow currently effective maintenance to continue. Further, it is believed that this pipeline will provide a long-term resolution
to the pipeline issue, which will avoid the difficulties associated with construction on a busy state highway rightof-way. Preferred Alternative – Project 3. Provide a sand-out structure
downstream of Clear Creek diversion. A sand-out structure consisting of a 48-inch outlet to Clear Creek, a new slide gate and headwall, and a new check gate at the existing 72-inch diameter
CMP path crossing would be provided to bypass sediment and debris from the Fisher Ditch to Clear Creek under the preferred alternative (Figure 3). It is anticipated that the proposed
project will require the removal of vegetation on the Clear Creek bank, in addition to requiring consultation with the U.S. Army Corps of Engineers (USACOE). Fisher Ditch believes that
the new sand-out structure would enhance ditch operations and maintenance while causing a minimal impact to Clear Creek and the surrounding park area. Preferred Alternative – Project
4. Ditch piping upstream of Federal Boulevard. A 1,500-foot long, 48-inch diameter pipeling, including an inlet headwall and trash rack, clean-out manholes at 400-foot intervals, and
an outlet transition/clean-out to the existing reinforced concrete box culvert under Federal Boulevard would be constructed as a part of this project (Figure 5). This project would allow
Fisher deliveries to transit through the heavy dumping area without collecting debris, minimizing future maintenance costs and adverse water quality impacts, and would be a significant
benefit to the shareholders of the ditch. 10
Figure 3: Project 1 and 3 Site Map Not to Scale N Project 1 Rehabilitate existing radial gate with 3/8-inch steel plate, structural framing, seals, and cables Project 3 Provide new sand-out,
including concrete headwall, slide gate and 48-inch outlet to Clear Creek. Replace existing 72-inch CMP path crossing, provide new concrete headwall and slide gate. Slope concrete floor
toward news sand-out gate. Lowell Trailhead Park
Figure 4: Project 2 Site Map Not to Scale N Project 2 Provide new sand-out, including concrete headwall, slide gate and 48-inch outlet to Clear Creek. Replace existing 72-inch CMP path
crossing, provide new concrete headwall and slide gate. Slope concrete floor toward news sand-out gate.
Figure 5: Project 4 Site Map Not to Scale N Project 4 Provide new inlet headwall with trash rack, 1500 feet of 48-inch smooth-wall PE pipe, and three cleanout manholes. Provide concrete
outlet and transition structure to existing RCBC under Federal Boulevard.
Table 6: Preferred Alternative Cost Opinion Summary Project 1 -Diversion Headgate rehabilitation Item Description Quantity Unit Unit Cost ($) Extended Cost ($) Remove/rehabilitate gate
1 LS 13,000 $13,000 Subtotal $13,000 Contingency (15%) $1,950 Total $14,950 Project 2 -Broadway pipeline replacement Item Description Quantity Unit Unit Cost ($) Extended Cost ($) Mobilization
1 LS $9,500 $9,500 Demolish existing pipe/structures 1 LS $6,500 $6,500 5-ft dia manhole 1 LS $8,000 $8,000 New diversion structure 1 LS $10,000 $10,000 5-ft dia manhole w/formed invert
1 LS $9,000 $9,000 24"x38" RCPE 650 LF $100 $65,000 Repair driveways 600 SF $2 $1,200 Traffic control 1 LS $5,000 $5,000 Railroad flagging/permits 1 LS $3,000 $3,000 Incidental removal/replacement
(signs, delineators, etc.) 1 LS $1,500 $1,500 Subtotal $118,700 Contingency (20%) $23,740 Total $142,440 Project 3 -New Sand-out Structure Item Description Quantity Unit Unit Cost ($)
Extended Cost ($) Mobilization 1 LS $7,000 $7,000 Demolish existing pipe/structures 1 LS $6,000 $6,000 72-inch CMP 200 LF $110 $22,000 Headwall at 72-inch CMP 1 LS $16,000 $16,000 72-inch
outlet and riprap 1 LS $3,500 $3,500 Slide Gates 2 EA $9,000 $18,000 48-inch PE 100 LF $85 $8,500 Traffic control 1 LS $2,000 $2,000 Remove/replace concrete path 1 LS $1,500 $1,500 Subtotal
$84,500 Contingency (25%) $21,125 Total $105,625 Project 4 -New Federal pipeline Item Description Quantity Unit Unit Cost ($) Extended Cost ($) Mobilization 1 LS $14,200 $14,200 48-inch
PE 1500 LF $85 $127,500 6-foot Manhole 3 EA $10,000 $30,000 Inlet headwall and trash rack 1 LS $12,000 $12,000 Outlet headwall and transition 1 LS $10,000 $10,000 Subtotal $193,700 Contingency
(25%) $48,425 Total $242,125 Implementation Schedule The following critical path schedule is proposed for project implementation: 1. CWCB Loan Approval – 7/12 to 7/13 CWCB meeting in
Walden, CO 2. Fisher Ditch special shareholder meeting to approve loan – end of July 2011 3. Contractor Selection (Projects 1 and 2) – end of August 2011 4. Construction (Projects 1
and 2) – November 2011 through March 2012 5. Begin diversions, 2012 season – April 1, 2012 6. Construction (Projects 3 and 4) – November 2012 through March 2012 7. Begin diversions,
2013 season – April 1, 2013 8. Substantial completion of all work under the loan – May 1, 2013. 14
Fisher Ditch intends to select a single contractor, from a pool of pre-qualified contractors, to complete the work under this project. The preceding schedule is based on the assumption
that the contractor may have other project obligations which prevent them from completing all projects during the Fall/Winter 2011-2012 season. If the contractor is available and able
to complete all projects during this time, then items 6 through 8 will be incorporated in items 3 through 5. Social, Economic, and Physical Impacts The projects described in this report
are not expected to have any significant adverse social, economic, or physical impacts to Fisher Ditch shareholders or third parties. Generally, all work will be completed within the
footprint of the existing ditch/infrastructure or immediately adjacent to the existing ditch. Minor construction-related disruptions and inconveniences are expected, particularly along
Broadway and at the park in the vicinity of the existing headgate, proposed sand-out, and proposed 1,500-foot piping projects. It is anticipated that shareholders will be impacted by
increased assessments, particularly special assessments necessary to repay the loan. The impact of these increased assessments is mitigated through the increased reliability and utility
of the repaired/replaced infrastructure, the new infrastructure designed to reduce ditch maintenance obligations, and the 30-year term and favorable loan rate offered by CWCB. Further,
Fisher anticipates allowing shareholders the option to “pre-pay” their aggregate loan obligation and interest accrued during construction before the loan substantial completion date.
This will allow all shareholders to structure the obligation associated with completion of this work flexibly and in a manner which best suits their current financial condition. Institutional
Feasibility Permitting Potential permit requirements are summarized below: 1. Stormwater permit (disturbance of greater than 1 acre) from Adams Co., in accordance with newly-adopted
regulations, may be required. 2. Dewatering permit from CDPHE may be required for Projects 3 and 4, depending on conditions encountered during construction. 3. Construction in the Broadway
right-of-way is anticipated to require coordination and permitting with CDOT. 4. Nationwide permit No. 18 (NWP 18) is anticipated to apply to work completed under Project 3. Fisher Ditch
will coordinate with USACOE during the CWCB loan review/approval process to initiate this permit and obtain the necessary approvals. 5. Temporary construction easement(s) may be required
with Adams County for construction access and temporary disturbances in the Lowell Street Trailhead park for Projects 1, 3, and 4. Additional pedestrian safety signage, trail closure
notifications, etc. will also be provided in these areas. Financial Feasibility Analysis Loan Amount and Financing Sources The total cost opinion for Projects 1 through 4, including
a reasonable contingency for permitting, adverse construction conditions, and other unforeseen circumstances is $505,140 (Table 7). The loan amount will be for 90 percent of the overall
project cost, while the remaining 10 percent will be provided through shareholder special assessments and company cash reserves. No other sources of financing have been sought to assist
in offsetting costs for the project. 15
Table 7: Preferred alternative cost opinion and loan summary Project ID Total Cost ($) Loan Amount ($) Project 1 -Headgate rehabilitation $14,950 $13,455 Project 2 -Broadway piping $142,440
$128,196 Project 3 -Sand-out gate $105,625 $95,063 Project 4 -Federal piping $242,125 $217,913 Total $505,140 $454,626 Financial Analysis A conservative financial analysis has been prepared
to show the projected revenue and expenses for the company over the loan period (Appendix D). This analysis demonstrates that Fisher Ditch shareholders can repay the anticipated loan
through reasonable special assessments. Collateral The Fisher Ditch derives its operating revenue from the company shareholders and offers these assessments as collateral to assure repayment
of the CWCB loan. Further, Fisher Ditch water rights are also offered as collateral against the CWCB loan. It is estimated that these rights are worth many times the amount of the loan
sought in this application. Conclusion The projects identified by Fisher Ditch as a part of this loan application are necessary to ensure the continued reliable delivery of the company’s
water rights, preservation of reasonable operating and maintenance assessments, and safety of its system for users and others. The projects proposed are reasonably priced and can be
completed in a straight-forward, workmanlike manner by a qualified contractor. The Fisher Ditch company is in suitable financial condition to responsibly accept the loan obligation sought
in this application and will be able to repay the loan without overburdening its shareholders. 16
Appendix A Articles of Incorporation and Bylaws
BYLAWS OF The Fisher Ditch Company (a Colorado Mutual Ditch Company) ARTICLE I. IDENTIFICATION Section 1.01 The principal office of the Company shall be Denver, Colorado. Section 1.02
The purpose of the Company shall be as stated in the Articles of Incorporation and any amendments thereto, filed with the Colorado Secretary of State. ARTICLE II. SHAREHOLDERS Section
2.01 Annual Meeting. The annual meeting of the shareholders of the Company shall be in such place as the Board of Directors may designate, during the last two weeks of January or first
two weeks of February, each year on the date and at the time set by a resolution of the Board of Directors for the purpose of electing the Board of Directors and for the transaction
of any other business which may properly come before it. Section 2.02 Special Meeting. Special meetings of the shareholders may be called at any time by the Board of Directors or upon
the written demand of shareholders representing at least 20% of the votes entitled to be cast on any issue to be considered at a special meeting of the shareholders. Section 2.03 Notice
of Meeting. Notice of all shareholders' meetings shall be given by the Secretary of the Company not more than thirty (30) days and not less than ten (10) days prior to the meeting by
mailing notice of the meeting's date, time, place and purpose (in the case of special meetings) to the last known address of each shareholder as it appears in the records of the Company.
Section 2.04 Action without a Meeting. Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting by obtaining the unanimous written consent
of all shareholders. Section 2.05 Quorum. A quorum for the transaction of business at any meeting of the shareholders shall consist of those shareholders holding a majority of all issued
and outstanding shares of the Company. Section 2.06 Voting. At any shareholders' meeting, each shareholder shall be entitled to cast one vote for each share of stock of which he/she
is the owner of record as of the record date for any shareholders' meeting. Votes may be cast in person or by proxy. Each proxy shall be in writing, signed by the shareholder and delivered
to the Secretary of the Company. Revised 1/26/2009
Section 2.07 Record Date. For the purpose of detennining the shareholders entitled to vote at any meeting of the shareholders, detennining shareholders entitled to notice of the meeting,
or in order to make a determination of shareholders for any other purpose, the record date for any such determination of shareholders, such date, in any case, shall be fifteen (15) days
prior to the meeting date or action requiring a determination of the shareholders. ARTICLE III. BOARD OF DIRECTORS Section 3.01 Powers: Duties. The affairs of the Company shall be managed
by its Board of Directors. The Board of Directors shall have the power to estimate, make and levy assessments against the shareholders of the Company, at the annual meeting of the Board
of Directors and at such other times as the Board of Directors determines to be appropriate. The Board of Directors shall have the power to make and adopt such rules and regulations
consistent with applicable law, the Articles of Incorporation or these Bylaws, as it may deem desirable for the management of the business and affairs of the Company. The Board of Directors
shall hear and determine complaints of shareholders regarding non-service or improper service of water distribution. Section 3.02 Directors. The Board of Directors shall consist of a
minimum of three (3) and a maximum of five (5) directors and shall be elected at each annual meeting of the shareholders by a majority vote. Section 3.03 Eligibilitv: Term. No person
shall be eligible for election to the Board of Directors unless at the time of election, he/she is a bona fide shareholder of the Company or an employee or designated representative
of a shareholder of the Company. Members of the Board of Directors shall serve for a term of one (1) year from the date of election and until his/her successor is duly elected and qualified.
Section 3.04 Vacancies. In the case of any vacancy that will occur at a specific later date by reason of a resignation effective at a later date, the resigning Director shall appoint
a successor Director to fill such vacancy for the unexpired portion of the term of the directorship which shall become vacant, so long as the successor Director is a Stockholder in this
Company or an employee or designated representative of a Stockholder of this Company. Notwithstanding the foregoing, in the case of any vacancy created by the death or disqualification
of a Director who is also an employee or designated representative of a Stockholder of this Company, such Stockholder shall appoint a successor Director to fill such vacancy for the
unexpired portion of the term of the directorship so vacated. Furthermore, in the case of a vacancy created by the death or disqualification of a Director who is not an employee or designated
representative of a Stockholder in this Company or in the case of a vacancy arising from the creation of a new directorship, the other Directors, by affirmative vote of a majority thereof,
must fill such vacancy for the unexpired portion of the term of directorship which is vacant, and until election of and qualification of a successor Director. Section 3.05 Annual and
Regular Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of the shareholders or such other date and time as the Board of Directors
may designate. Regular meetings of the Board of Directors shall be held at such place and at such times as the Board of Directors may, from time to time, require. Revised 1/26/2009 2
Section 3.06 Special Meetings. Special meetings of the Board of Directors may be called by .the President or upon the written request of at least a majority of the directors. Section
3.07 Notice. Notice of all meetings of the Board of Directors, other than the annual meeting, shall be given by the Secretary to each director, in writing, at least twenty-four (24)
hours before the time fixed for the meeting, and such notice shall advise each director as to the time, place, day and general purpose of the meeting and shall be delivered personally,
or by telephone, telefax or email transmission, or mailed, postage prepaid to each director at his last known address as it appears in the records of the Company. Any director may waive,
in writing, any notice of a meeting required to be given by these Bylaws. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting by such director,
except in a case where a director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully
called or convened Section 3.08 Action without a Meeting. The Board of Directors shall have the right to take any action without holding a formal meeting by obtaining the unanimous written
consent of all directors. Section 3.09 Quorum. A quorum for the transaction of business at any meeting of the directors shall consist of a majority of the Board of Directors then serving.
ARTICLE IV. OFFICERS Section 4.01 Officers. The officers of the Company shall be a President, Vice President, Secretary and Treasurer, who shall be elected by the Board of Directors
and shall hold office for one year and until their successors are duly elected and qualified, unless he/she resigns or is sooner removed from office. Any officer may also serve as a
director of the Company. The Board of Directors may appoint such other officers as shall be necessary and shall prescribe the duties of such additional officers. Section 4.02 Vacancies.
In the case of any vacancy that will occur at a specific later date by reason of a resignation effective at a later date, the resigning officer shall appoint a successor officer to fill
such vacancy for the unexpired portion of the term of the office which shall become vacant, so long as the successor officer is a Director of this Company and either a Stockholder in
this Company or an employee or designated representative of a Stockholder of this Company. Notwithstanding the foregoing, in case of any vacancy among the officers through death, or
disqualification, the Board of Directors, by affirmative vote of a majority thereof, must fill such vacancy for the unexpired portion of the term of office, which is vacant, and until
election of and qualification of a successor officer. Section 4.03 President. The President shall perform the functions of the chief executive officer, and shall exercise general supervision
over the Company's property and affairs. He/she shall sign on behalf of the Company all agreements and contracts of material importance to the Company's business and shall do and perform
all acts and things which the Board of Directors may require of himlher. The President, if a Director, may also serve as Chairman of the Board of Directors, unless the Board elects a
separate Chairman. Revised 1/2612009 3
Section 4.04 Vice President. In the event of the President's absence or inability to act, the Vice-President shall have the powers of the President. He/she shall perform such other duties
as the Board of Directors may impose upon him/her. Section 4.05 Secretary. The Secretary shall keep: (a) the minutes of the Company; and (b) such other books and records as these Bylaws
or any resolution of the directors may require, or as required by law. All such records shall be in written form. He/she shall perform such other services as the Board of Directors may
fix or approve. An Assistant Secretary may, at the discretion of the Board of Directors, be elected, such Assistant Secretary, in the event of the Secretary's absence or inability to
act, may perform the duties and functions of the Secretary. Section 4.06 Treasurer. The Treasurer shall have the custody and control of the funds of the Company, subject to the action
of the Board of Directors, and shall, when requested by the President to do so, report the state of the finances of the Company at any meeting of the directors. He/she shall perform
such other services as the Board of Directors may require of him/her. An Assistant Treasurer may, at the discretion of the Board of Directors, be elected, such Assistant Treasurer, in
the event of the Treasurer's absence or inability to act, may perform the duties and functions of the Treasurer. All checks, drafts and orders for payment of money shall be signed by
the Treasurer or Assistant Treasurer, unless otherwise ordered by the Board of Directors. Section 4.07 Multiple Offices. One person may simultaneously hold more than one office, including
any additional offices created by the Board of Directors. ARTICLE V. INDEMNIFICATION Section 5.01 Indemnification. The Company, in accordance with C.R.S. 7-129-101, et seq., shall indemnify
and save harmless all of its existing and former officers and directors from and against all expenses incurred by them, including, but not limited to, legal fees, judgments, penalties,
and amounts paid in settlement or compromise, to the fullest extent not prohibited by law, as it now exists or may hereafter be amended, in connection with any proceeding, actual or
threatened, to which they may be made a party by reason of their service to or at the request of the Company, including service in their capacity as officers, unless it is established
that: (i) the act or omission of the indemnified party was committed in bad faith; (ii) the indemnified party did not believe such act or omission to be in, or not opposed to, the best
interests of the Company; (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful; or (iv) the indemnified
party is adjudged to be liable to the Company, unless a court of competent jurisdiction determines that such person is entitled to indemnity. The Company shall advance to any director
or officer seeking indemnification pursuant to this Section expenses, including attorneys' fees, actually and reasonably incurred in defending any civil or criminal action, suit or proceeding
in advance of any final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer seeking indemnification to repay such
amount if it is ultimately determined that he/she is not entitled to be indemnified by the Company. If the Company is requested to indemnify an existing or former director or officer
in connection with any threatened, pending or completed action or suit by or in the right of the Company to procure judgment in its favor by reason of the fact that such person was a
director, officer, or employee or agent of the Company, or is or was serving at the request of the Company in such capacity, the Revised 1/2612009 4
Company shall indemnify such person against expenses, including attorneys' fees, but excluding judgments and fines, and for amounts paid in settlement, actually and reasonably incurred
by him/her in connection with the defense or settlement of such action or suit, if such person acted, or failed to act, in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Company, unless and only to the extent that a court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability,
but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem to be proper. Section 5.02 Determination
bv the Board of Directors. Whenever any existing or former director or officer shall report to the President that he has incurred or may incur expenses described in Section 5.01 of this
Article V, the Board of Directors (other than any interested director) shall, at its next regular meeting or at a special meeting held within a reasonable time thereafter, determine
whether, in regard to the matter involved, the person in question is entitled to indemnification pursuant to Section 5.01 of this Article V. If the Board determines that the standards
of Section 5.01 of this Article are met, indemnification shall be made. If the Board of Directors refuses to indemnify a person who is determined by a court of competent jurisdiction
to be entitled to indemnification under Section 5.01 of this Article or applicable law, the Company shall, in addition to extending such indemnification, advance to any person entitled
to indemnification and all costs of defense upon receipt of a written undertaking by such person that such amounts will be repaid if it is determined that such person is not entitled
to indemnification as a matter of law. The Company shall have the right to refuse indemnification in any instance in which the person to whom indemnification would otherwise have been
extended, if he/she unreasonably refuses to cooperate in the investigation or defense of such matter or to permit the Company, at its own expense, to retain counsel of its own choosing
to defend him. ARTICLE VI. STOCK CERTIFICATES Section 6.01 Form of Certificates. Certificates representing the capital stock of the Company shall be on such forms as shall be prepared
and approved by the President and the Secretary. Each stock certificate shall be signed by the President and the Secretary and shall state on its face, the certificate number, date of
issuance, number of shares and the person to whom it is issued. Section 6.02 Lost. Stolen or Destroved Stock Certificates. The Company shall issue a new certificate in place of any certificate
theretofore issued where the holder of record of the certificate: (a) makes proof in affidavit form that the certificate has been lost, destroyed or wrongfully taken; (b) requests the
issuance of a new certificate before the Company has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c)
gives a bond in such amount and with such surety as the Company may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or
theft of the certificate or executes an indemnity agreement, in form and substance satisfactory to the Company, that protects the Company against any losses arising out of any claim
that may be made on account of the alleged loss, destruction or theft of the certificate; and (d) satisfies any other reasonable requirement imposed by the Company. When a Revised 1/26/2009
5
certificate has been lost, apparently destroyed or wrongfully taken and the holder of record fails to notify the Company within a reasonable time after he/she has actual or constructive
knowledge of it, and the Company registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record shall be precluded from making
any claim against the Company for the transfer or a new certificate. ARTICLE VII. MISCELLANEOUS Section 7.01 Power to Shut Off Water: Declare Forfeiture. The Board of Directors shall
have the power thirty (30) days after the due date of any assessment, to close the headgate of any water user that is delinquent in payment of any assessment. The Board of Directors
is empowered to declare a forfeiture, and sale or forfeiture without sale, of stock for ariy unpaid assessment, which may at any time be or becomes due thereon, said forfeiture to be