Three measures will appear on the November 2, 2010, statewide ballot that, if passed, will have significant and detrimental impacts on Colorado government. The language and effects of the proposals are subject to interpretation, but it is clear that the passage of any one of these measures would have negative financial impacts on all levels of government throughout our state.  The Municipal, Special District and Public Finance Law Team at Grimshaw & Harring have provided a summary of each ballot measure with explanations of substantive issues of which every citizen and local government should be aware. Click [HERE] to download a PDF version of the entire article.

Mr. Kaplan will continue to advise business entities, including political subdivisions and non-profit organizations, on corporate governance matters.  He will also continue his municipal bond practice, representing underwriters, borrowers, banks and issuers in almost every kind of municipal bond transaction, from healthcare to housing.  Please visit his bio page for more information.

Paul Hanley successfully assisted a client in closing a complex transaction involving a $30 million private placement of its securities. The transaction involved the sale of preferred equity interests and warrants to a private equity firm. The transaction necessitated a recapitalization of the client, including redemptions of certain equity interests, cash distributions with respect to other interests, a recapitalization of a parent company, and a restructuring of outstanding warrants.

Mr. Bergstrom will continue to focus his practice on business, real estate and related tax law, assisting his clients with a wide variety of legal needs, including structuring and forming all types of business entities; business succession through acquisition, mergers, reorganization, family planning and/or asset and equity sales; financing transactions; negotiating and drafting contracts; general business counseling; documenting the financing and structuring of real estate ventures and a variety of tax matters. Please visit his bio page for more information.

Grimshaw & Harring, P.C. welcomes Tom George as its newest Associate.

Having accepted a position with the firm after his 2008 Summer Clerkship, Tom will assist the firm in its special district and municipal law department, and will also practice in the areas of public/private partnership projects (P3), land use and zoning, transportation, real estate development, and litigation.  Welcome!

Since 1916 DCS has established a solid reputation for academic excellence. It is a co-educational, college preparatory Christian school serving Colorado students from preschool through 12th grade from the greater metro Denver area and beyond.

DCS enjoys an excellent reputation in the Denver area, offering many conveniences to area families including before and after-care, free shuttle service between the three campuses, and the many blessings that come with belonging to the DCS Family. DCS is described by many as “a small town school in a large city.”  Click HERE for more information on DCS.

Tom Grimshaw has been on the Board of Directors of the Colorado Community College Systems Foundation since 1987 and has been involved and a supporter for even longer than that.  On Thursday, February 19, 2009,  there was a reception and celebration honoring his retirement as Chairman of the Board.  In addition to gifts including a framed letter from Governor Ritter honoring Tom’s long service to the State of Colorado, it was announced that a $25,000 endowment will be created for the Thomas T. Grimshaw Scholarship.  Tom will work with the foundation to establish the guidelines and parameters for the award of this scholarship.

This very nice honor demonstrates the amount of respect fellow board members and administrators of the Colorado Community Colleges have for Tom.  The directors of Grimshaw & Harring are pleased to be making a contribution to assist with the creation of the endowment.

December 16, 2008
Paul J. Hanley assisted a pharmacy benefit management client with the acquisition of the assets of an Atlanta based pharmacy management business in a transaction valued at approximately $10 million. The transaction involved a bifurcated closing due to regulatory issues, as well as a post-closing purchase price adjustment and an extensive earnout involving over 87% of the purchase price, determined over two measurement periods, and payable in three installments.

November 25, 2008
Richard L. Harring and Grimshaw & Harring has been a long time supporter of the Colorado Judicial Institute, and for the sixth year in a row a group attended the Annual Judicial Excellence Awards Dinner held November 18, 2008.  Among the attendees were Jody Harper Alderman, Jamie N. Cotter, and Leslie E. Miller.     

The Colorado Judicial Institute was formed as a nonprofit in 1979 by a group of community leaders, most of whom were not attorneys. The goal is to promote excellence in the Colorado judicial system by building trust through education about the legal system.

Grimshaw & Harring congratulates the Judge Alfred C. Harrell, Judge Robert H. Russell, II and Judge M. Jon Kolomitz, and Magistrate Jane E. Westbrook, and also thanks Tony Eitzel from Denver Panoramic for the photograph below.

October 27, 2008
Paul Hanley was lead attorney in the representation of a developer of a natural gas project in western Colorado. The purchase price for a 30% interest in the project was over $12 million, and the complex purchase/workout transaction involved clearing title to over 125 oil and gas leases and utilizing sales proceeds to reach simultaneous settlements with ten lien claimants and over thirty other creditors. It also required the settlement and release of a bridge loan in an amount over $6.1 million.

October 13, 2008
Matthew R. Dalton authored an article regarding new requirements specific to some special districts providing utility services in the October/November issue of the SDA Newsletter.  The requirement is for certain entities to take action preventing and mitigating identity theft, and November 1, 2008 is the date by which a plan must be implemented. 

In 2003 Congress passed the Fair and Accurate Credit Transactions Act (“FACT Act”).  In late 2007, certain entities became required to establish and implement written Identity Theft Prevention Programs by the November 1, 2008 deadline.  The rule leaves much discretion, and the programs need only to be of “appropriate size and complexity” relative to the utility and the nature and scope of a District’s activities, but certain Special Districts who provide utility services are definitely affected. 

In this instance, the rule applies specifically to utility companies which are creditors – those which maintain “covered accounts,” or those that include the provision of water and sewer service for payment after the fact via an account established with the District.  Basically any account for which there is a “reasonably foreseeable risk to customers . . . from identity theft, including financial, operational, compliance, reputation, or litigation risks.” 

Adoption of a resolution can suffice, however there are certain important requirements regarding for example “Red Flags” that need to be included in a Dsitrict’s plan and the implementation thereof.  Review the entire article below, including a sample resolution, and contact Matt Dalton if you have any questions or would like Grimshaw & Harring to assist with drafting and advising as to implimentation of a fully compliant plan.

September 22, 2008
Wayne B. Schroeder was again included in the 2009 Edition of The Best Lawyers in America®, recognized in the specialty practice area of Eminent Domain and Condemnation.  Highly regarded among law firms, large corporations, media and the public, Best Lawyers’ unique nomination process renders it an unbiased resource.  Selection is based on an exhaustive and rigorous peer-review survey comprising more than 2.5 million confidential evaluations by top attorneys in the country.  No fee or purchase is required, ensuring Best Lawyers remains the most respected referral list of attorneys in practice.      

September 9, 2008
Wayne Schroeder was retained by Moreland Properties to file a section 1983 civil rights action against the City of Thornton for depriving Mr. Moreland of his procedural due process rights when Thornton took away the automobile dealership zoning on Mr. Moreland’s nine acre property at 144th Avenue and Interstate 25.  Chief Judge Nottingham ruled in favor of Mr. Moreland and, in a lengthy published opinion, found that Thornton’s failure to adequately apprise Mr. Moreland that an ordinance might deprive him of his protected property interest in the zoning classification of his land constituted a due process violation and established Thornton’s liability on Mr. Moreland’s section 1983 claim.  See Moreland Properties, LLC v. City of Thornton, 559 F.Supp.2d 1133 (D. Colo. 2008).

After the liability ruling, Thornton agreed to purchase Mr. Moreland’s nine acre property at 144th Avenue and Interstate 25 and pay additional damages to Mr. Moreland for a sum total settlement of $5.725M.

 August 18, 2008
Jamie N. Cotter joined the Grimshaw & Harring family in August as a new associate.  Ms. Cotter will focus her practice in the areas of civil, commercial and real estate litigation.  Jamie was born in Vermont, and moved to Colorado in 2002 to attend Colorado College and The Sturm College of Law at The University of Denver.

August 15, 2008
After many months of planning and hard work, the Grimshaw & Harring redux is complete!  We have taken over the entire 38th floor of the Wells Fargo Center, designed a new logo, and completely redesigned our website.   We hope this site is easy to navigate, and that you can easily reach the information you need quickly. 

Thank you for visiting.  We would love to hear your comments on the new design and remain committed to helping you with your legal issues, so please feel free to contact us, either with your feedback or just to say Hello.

August 4, 2008
This Wisconsin case settled on the eve of trial.  Involving starkly different approaches to valuing damages in a contract dispute, the judge stressed the importance of independent verification and objective data.

Plaintiff’s expert used raw data to prepare five different models of damages projections based on sales quotas, and in motions in limine the court allowed testimony on all five calculations, saying they would assist the jury in assessing damages.

Alternatively, the defendant’s expert prepared two sets of projections: one weighted and one unweighted. Both sets were derived from the plaintiff’s “alleged sales,” and the numbers were obtained from one document provided to the expert by Defendant’s counsel. Taking into account Plaintiff’s decreased sales performance, the defense expert’s original regression resulted in a “negative sloping trendline.” Because Plaintiff’s sales varied widely from month-to-month, the expert weighted the data to obtain a positive trendline for years five through 10 of the agreement.

The court focused not only on the source of the defendant’s expert’s data, but what he failed to do with it. Contrasted with Plaintiff’s expert’s independent valuation of raw data, the court said “the bottom line is that [the defense expert] never talked to anyone to verify the accuracy of the information in any of the documents he reviewed.” Finding the basis for his projections unreliable, the court excluded the projection testimony. The case settled on the eve of trial.

 June 19, 2008
Paul Hanley assisted a majority owner of an interest in a hotel/casino in selling to a minority owner in a sale and redemption transaction valued at $59 million. Consideration in the leveraged buyout transaction included approximately $55 million in cash, approximately $4 million in auction rate bonds, a lifetime employment agreement, and a lifetime lease of a suite in the hotel/casino.

June 13, 2008
Tom Grimshaw is one of seven lawyers in Colorado ranked as #1 Real Estate Individuals in Zoning and Land Use. In September 2007, 40 full-time researchers employed by UK based Chambers & Partners collected information and compiled a 2008 guide to the top law firms and lawyers in the United States. The resulting publication was reprinted in a June Law Week Colorado.

May 15, 2008
Wendy Harring and Paul Hanley assisted the developer of a mixed-use resort development in buying out two minority interest owners. The transaction involved redemption and sale of ownership interests in a corporation and three limited liability companies as well as the acquisition of several parcels of real estate forming a part of the development.

May 9, 2008
Richard Harring, Paul Hanley, Ron Fano, and Todd Seelman represented the firm at the 18th Annual Meeting of Meritas in Chicago, Illlinois. Meritas is one of the world’s largest and most respected legal resources – an integrated, non-profit alliance of more than 170 independent commercial law firms located in over 60 countries.

March 19, 2008
Intersol 2008, Paris France – William J. Brady
Bill Brady delivered a white paper and presentation on aspects of the 2007 European Union Environmental Directive and “Assurances Environnementaux” at Intersol 2008, Paris, France.  Le Comité Scientifique d’Intersol selected him to address the conference attendees, all of whom were from EU Member States.  The white paper, also published in “Environmental Regulation of Colorado Real Property,” Bradford Publishing, 2007, was also distributed to the conferees.   Held annually in Paris, Intersol is a prestigious international congress which this year focused upon the remediation of contaminated soils and groundwater, the transfer of associated risk and the conveyance of “brownfields” sites within the EU.  Bill addressed the various insurance coverages available for both retroactive and prospective liabilities.  In addition to Grimshaw & Harring, Bill appeared on behalf of the University of Denver Sturm College of Law and Meritas, our international affiliation of law firms of which Grimshaw and Harring was a founder.   For additional information, visit Intersol 2008.

March 7, 2008
Award Ceremony for Northwest Parkway Project
Russ Dykstra attended the ProjectFinance magazine North American project awards ceremony in New York, NY as part of the project team for the Northwest Parkway public private partnership (P3) concession.  The project received the 2007 Project Finance “North American Transport Deal of the Year” award at the ceremony.  Mr. Dykstra and Grimshaw & Harring, P.C. served as local counsel for the transaction in conjunction with national counsel, Chadbourne & Parke, LLP, representing the Northwest Parkway LLC. See 2007 Firm News for more project information.

The Northwest Parkway Project was also among six projects nominated for the International Financial Law Review (IFLR) America Award.  IFLR is a worldwide industry magazine that aims to reward innovation in the key practice areas in debt and equity capital markets, M&A, project finance, securitization and restructuring, and we are honored for the recognition.

January 1, 2008
After 30 years, Larry Berkowitz has stepped down from his City Attorney post to return to private practice.  Mr. Berkowitz has had a part-time presence at Grimshaw & Harring since 1995, and we welcome his knowledge and expertise full-time.  Larry will continue to specialize in the following areas:

•  Municipal and Governmental Law 
• Land Use / Zoning 
• Business / Finance 
• Finance / Bond Transactions 
• Liquor Licensing 
• Assisted Living Housing 

January 1, 2008
Todd R. Seelman and Russell W. Dykstra – Director/Shareholders
Effective the first of the year, Grimshaw & Harring, P.C. welcomes Mr. Seelman and Mr. Dykstra as its newest Director/Shareholders.  Mr. Seelman will continue his practice in the areas of complex civil litigation, especially involving antitrust and unfair trade practices, class actions, non-compete/solicitation agreements, trade secrets, fraud, negligence, partnership and shareholder disputes, employment, commercial contract disputes, and appeals. Mr. Dykstra will continue to represent public/private partnership projects, project finance, land use, transportation, special districts and real estate development.

Northwest Parkway Toll Road Closes Concession Agreement with Brisa/CCR
November 20, 2007
Russell W. Dykstra, in concert with New York counsel, closed a 99-year, $603 million leasing concession agreement between the Northwest Parkway Public Highway Authority and client Brisa Auto-Estradas of Portugal. Grimshaw & Harring holds a unique position as a leader in providing legal advisory services in public/private partnership (P3) transactions to the development and transportation infrastructure industry, which allowed us to secure the first concession agreement of its kind in Colorado. The agreement includes retiring about $503 million in bond debt on the toll road, another $40 million to cover parkway debts owed to local government entities and $60 million to be spent extending the parkway 2.3 miles west, to Colorado 128 in Broomfield. The plan is only part of the $1 billion goal to ultimately extend the highway to C-470 and I-70, thus completing a beltway around the entire Denver metro area. Ownership and operation of the toll road is retained by the Northwest Parkway Authority.

Former Colorado Governor Bill Owens attended the closing, and said the nation should expect to see more P3 deals like this, which bring additional resources for public infrastructure needs. Owens is now a vice chairman with RBS Greenwich Capital, an affiliate of The Royal Bank of Scotland, anticipated to aid in financing this Brisa/CCR’s transaction.

“Best Lawyers 2007/2008″
Law Week Colorado, Vol. 5 / No. 44 and Vol. 4 / No. 42
November 12, 2007
For a second year, Jody Harper Alderman is named as one of the Best Lawyers in the area of Eminent Domain and Condemnation. Since 1983, Woodward/White, Inc. has published an attorney referral guide listing the best of the best in up to 78 specialty practice areas. Highly regarded among law firms, large corporations, media and the public, its unique nomination process renders it an unbiased resource, so unlike other publications, included lawyers are listed solely based on merit and recommendations.

November 6, 2007, Election Day
Newly Formed Special Districts and Business Improvement Districts

• City Center West Commercial Metro District (Weld County)
• City Center West Residential Metro District (Weld County)
• Shining Mountain Metro District – City of Woodland Park (Teller County)
• Waterfront at Foster Lake Metro District Nos. 1-3 (Weld County)

An Evening with the Governor
October 18, 2007
Paul F. Wisor, former Grimshaw & Harring associate and Board member of the Rocky Mountain Multiple Sclerosis Center, presided over an evening with Governor Bill Ritter and a distinguished panel of guests as they addressed healthcare policy concerns in Colorado.

Colorado has approximately 792,000 uninsured residents with nearly 180,000 of them children, and public opinion polls show concern about health care as the top issue for Americans. Coloradans are anxious for solutions to the rising cost of health care and the growing number of people who cannot afford health insurance or who do not have adequate coverage. In 2006 the Colorado Legislature created The Blue Ribbon Commission for Health Care Reform (the “208 Commission”) to make recommendations for comprehensive health care reform with the goal of increasing health care coverage and decreasing costs for Colorado residents. Particular emphasis is placed on the issues of the uninsured, underinsured, and those at risk of financial hardship due to the rising costs of medical care. This was one of many forums held across the state inviting public input, prior to the Commission making final recommendations for comprehensive health care reform to the General Assembly in January.

Grimshaw & Harring, P.C. Welcomes Lindsay S. Smith
August, 2007
Lindsay S. Smith has joined the firm’s Special District and Municipal Law practice as a highly credentialed new associate. A Colorado native, Lindsay comes to us by way of the University of Oklahoma, where she received both her B.A. (magna cum laude, with distinction), and her J.D. (with honors). She is a member of Phi Beta Kappa and Phi Sigma Pi, has received American Jurisprudence Awards in International Trade Law and Water Law, and was the Articles Development Editor of the American Indian Law Review for two years.

U.S. P3 Infrastructure Finance Forum
June 29, 2007
Russell W. Dykstra attended the US P3 Infrastructure Finance Forum in New York at the end of June as the only delegate from the Colorado legal community. The Forum was attended by 400 select delegates from around the world who are active in the emerging field of public private partnership transactions and finance (P3), an area in which Grimshaw & Harring is leading Colorado. The Forum focused on upcoming P3 projects in the United States, financing issues and political considerations in this expanding area of infrastructure finance. Alternatives for private partnering in public infrastructure such as transportation, schools and hospitals were presented by the top international practitioners in the field.

UPDATE: Northwest Parkway Toll Road
June 1, 2007
Russell W. Dykstra is local counsel to a consortium of Brisa – Auto-Estrades de Portugal, S.A. and Companhia de Concessões Rodoviárias (Brisa/CCR), in negotiating a 99-year, $603 million leasing concession agreement between the two parties. When officially completed, the agreement will include retiring all outstanding bonds, providing funds for Authority members, allow for payment on other pre-existing obligations and transfer all financial and operational responsibility associated with the toll road to Brisa/CCR. The final agreement will also provide committed funding for a potential 2.3 mile extension of the toll road to State Highway 128 in Broomfield. Operation of the toll road will revert back to the Northwest Parkway Authority (Broomfield, Lafayette and Weld County) after the 99-year concession term expires.

Steve Hogan, executive director of the Parkway Authority, stated, “This agreement represents a landmark achievement for the Northwest Parkway Authority and our members. As a recent ‘start-up’ toll road, we are entering into a unique public/private partnership that is innovative for the United States and North America.”

Brisa is based in Lisbon, Portugal, and its partner agency, CCR, is based in Sao Paulo, Brazil.

Insurance Coverage for Environmental Claims
May 31, 2007
William J. Brady authored a chapter on insurance coverage for environmental claims for a new treatise titled, Environmental Regulation of Colorado Real Property, published by Bradford Publications. The chapter emphasizes, among other things, key Colorado, precedent-setting decisions widely followed nationally. Bill successfully secured coverage in several of these cases for Colorado and out-of-state policyholders, including mining companies and municipalities, a real estate developer, an aircraft manufacturer and individuals exposed to potentially catastrophic liability. The chapter also discusses newer, specialized, environmental liability insurance products available for existing and prospective purchasers of contaminated properties, such as pollution legal liability insurance, remediation stop/loss or cost cap coverage, and secured creditor impaired property policies.

Adjunct Professors – Sturm College of Law, University of Denver
April 30, 2007
Todd R. Seelman has been invited to teach antitrust law as an adjunct professor at the Sturm School of Law at the University of Denver beginning January 2008. Todd joins Grimshaw & Harring attorneys Gilbert F. McNeish, who has taught Zoning and Land Planning at the Graduate School of Architecture and Planning, University of Colorado at Denver since 1972, and William J. Brady, who has taught Environmental Protection Law at the University of Denver in the University College Graduate Environmental Policy and Management Program since 2000.

U.S. Department of Labor Overturns 2004 Ruling
March 26, 2007
Client H. Charles Wolf, a former federal nuclear weapons project manager diagnosed with a rare form of brain cancer, glioblastoma multiforme, emerged victorious from an appellate hearing before the U.S. Department of Labor (“DOL”), in part thanks to Grimshaw & Harring partner William J. Brady. In 2004 the National Institute of Safety and Health (“NIOSH”) found that Mr. Wolf’s terminal tumor was not caused by his work-related activities at U.S. Department of Energy facilities, and thus denied his claim for EEOICPA benefits. Mr. Wolf worked in the U.S. Government’s nuclear weapons program from 1981 through 2000, at the Savannah River, Fernald and Rocky Flats facilities, where he managed plutonium-238 in support of the Department of Energy’s Office of Space Systems.

After years of frustration, massive paperwork, and trying to find someone to acknowledge that NIOSH was relying on inaccurate, incomplete and otherwise erroneous dose reconstruction information finally came to an end. New evidence and accompanying expert testimony from Mr. Wolf’s neuro-oncologist and an epidemiologist professor from the University of Colorado Health Sciences Center, resulted in reversal of the prior NIOSH denial of benefits. The DOL agreed the evidence and testimony demonstrated that Mr. Wolf’s on-the-job radiation exposures were “at least as likely as not” to have caused his cancer. The decision rated Mr. Wolf as 100% disabled, thus qualifying him for compensation and reimbursement of all of his medical bills since diagnosis.

Supporting Civic Engagement in our Community
January 12, 2007
Grimshaw & Harring, P.C. sponsored the Agenda 2010 Summit: Educating for 21st Century Democracy. Julie Kronenberger and Jill Conrad, At-Large Denver Public School Board Member and former director of the Colorado Campaign for the Civic Mission of Schools, welcomed over 300 educators, policy makers, government officials, community members, business and youth leaders. They convened to contribute, discuss and vote on priorities that will ensure Colorado’s youth are prepared to grow up engaged in American democracy. The result is to provide a shape for Colorado’s civic future and outline what state and local leaders can do to make civic education a priority in local schools, including preparing and supporting them and the teachers for civic learning. “Civic learning is more than knowledge of history and government, it is also knowledge of behaviors and skills that overlap with workforce demands such as making ethical decisions, working in teams and solving complex problems. Civic learning increases students’ interest in the world around them and teaches them that their individual curiosities and personal efforts can solve problems in their local communities and beyond.” (Conrad) The event was also attended by Paul J. Hanley, a firm Director and former member of the Cherry Creek School Board.

Software Developer Recapitalization
January 2007
Paul J. Hanley assisted a software developer with a recapitalization that paved the way for a significant infusion of new capital. The recapitalization involved the creation of two series of common stock. After shareholder approval of the recapitalization, a new investor made a cash contribution and transferred certain business assets relating to a real estate forms software program, enhancing the prospects for business growth of the client.