Timnath Trail v. Town of Timnath

24CA1372 Timnath Trail v Town of Timnath 06-26-2025

COLORADO COURT OF APPEALS

Court of Appeals No. 24CA1372
Larimer County District Court No. 22CV30689
Honorable C. Michelle Brinegar, Judge

Timnath Trail LLC, a Wisconsin limited liability company,

Plaintiff-Appellant,

v.

Town of Timnath, a Municipal corporation of the state of Colorado,

Defendant-Appellee.

JUDGMENT AFFIRMED IN PART AND REVERSED IN PART,
AND CASE REMANDED WITH DIRECTIONS

Division V
Opinion by JUDGE JOHNSON
Fox and Grove, JJ., concur

NOT PUBLISHED PURSUANT TO C.A.R. 35(e)
Announced June 26, 2025

Johnson Muffly & Dauster, PC, Ezekiel L. Rauscher, Fort Collins, Colorado, for
Plaintiff-Appellant

Robinson Waters & O’Dorisio, P.C., Mike Lazar, Gianna C. Rossi, Denver,
Colorado, for Defendant-Appellee
¶1 Plaintiff, Timnath Trail, LLC (Timnath Trail), a Wisconsin

limited liability company, appeals the district court’s grant of

summary judgment in favor of defendant, Town of Timnath (the

Town), a home rule municipal corporation within Larimer County.

Timnath Trail contends that the district court erred by applying the

three-year statute of limitations in section 13–80–101(1)(a), C.R.S.

2024, to its breach of contract claim, instead of applying the six-

year statute of limitations in section 13–80–103.5, C.R.S. 2024. In

the alternative, Timnath Trail contends that, if the three-year

statute of limitations governs, there are genuine issues of material

fact in dispute as to when its claim began to accrue and, thus, its

claim is not time barred.

¶2 We partially agree with Timnath Trail. We conclude that the

district court erred by applying the three-year statute of limitations

to the portion of Timnath Trail’s breach of contract claim

concerning the development impact fees that it paid to the Town

beginning in 2018, as the district court’s interpretation of the

contract does not give effect to the parties’ intent. Because the

development impact fees are determinable, we conclude that the

district court should have applied the six-year limitations period.

1
As to the school fees, however, we agree with the district court that

those fees were not determinable and, thus, the court properly

applied the three-year statute of limitations. We also conclude that

the court properly determined the date when the three-year

limitations period began to accrue. Therefore, we affirm in part,

reverse in part, and remand the case to the district court for further

proceedings consistent with this opinion.

I. Background

¶3 In 2008, Arbor Holdings, LLC (Arbor), a Colorado limited

liability company, Timnath Lands, LLC (Timnath Lands), a Colorado

limited liability company, and the Town entered into an annexation

agreement (the Agreement). Subject to the Agreement, Arbor and

Timnath Lands owned real property (the Property) that they

petitioned to be annexed into the Town. Arbor and Timnath Lands

were referred to as the “Owners” in the Agreement. In May 2017,

Timnath Trail became the successor in title and, thus, an Owner

under the Agreement when it purchased the Property from Timnath

Lands.1

1 From our review of the record, it is not certain whether Arbor still

holds title to the Property with Timnath Trail.

2
¶4 Under the Agreement, the parties intended for the Owners to

develop the Property and for the Town to be able to control its

growth to ensure a quality of life for its residents. Under section

12.1(a) and (b), the parties acknowledged that the Owners were

willing to make “substantial financial commitments and complete

major public infrastructure improvements” in the early phases of

the Property’s development in exchange for the “Town’s agreement

to permit development of the Property in accordance with the terms

and conditions of [the] Agreement.” As part of these financial

commitments, Timnath Trail agreed that it would pay certain fees to

the Town when it began development of the Property.

¶5 The parties’ dispute centers on what the Agreement refers to

as school fees and development impact fees. Regarding school fees,

section 6.9 of the Agreement states that the Owners “shall pay fees

in lieu of dedicating land for a school site as required by any

Intergovernmental Agreement between the Town and the Poudre R-

1 School District as presently in effect and as may be amended from

time to time.” (Emphasis added.) Section 6.10 establishes

limitations on dedications and fees, stating that, “[o]ther than as set

forth in this Agreement, Owners shall not be required to dedicate

3
additional land for public school sites, nor pay any development

impact fees or pay fees in lieu of dedication, nor reimburse the

Town for any other cost unless previously approved by Owners in

writing.”

¶6 With respect to the development impact fees, section 7 of the

Agreement states that “[t]he Town has established certain uniform

development impact fees that directly address the effect of

development intended to occur within the Property upon the Town’s

infrastructure, administration, and delivery of governmental

services.” That provision continues,

The Owners agree to the payment of these
uniform development impact fees as currently
established by the Town, increased as
hereinafter provided, until the year 2024, and
after that time as the same are increased with
Town-wide effect. The development impact fees
are to be paid at the current rate upon issuance
of building permits. The Town and the Owners
agree that the necessity of such development
impact fees is directly related to and generated
by development intended to occur within the
Property and that no taking thereby will occur
requiring any compensation. For Phase I and
any commercial uses in Phase II of the
Development, the Owners agree to pay, at time
of building permit, commercial impact fees in an
amount equal to $.09 times the number of
square feet contained within each commercial
building constructed within Phase I or Phase II

4
of the Property, which may be increased
periodically by the Town at a rate of three
percent (3%) per annum, compounded annually.
For Phase II of the Development, if residential,
the fee shall be $4,913 per single family
residence, plus $2,000 additional per single
family residence for Old Town Improvements,
with a corresponding reduction for multi-family
residences. The Town acknowledges $33,000
contribution by the Owners for pre-annexation
fees, which shall be credited against the
development impact fees due for the first and
each subsequent building permit requested by
the Owners until the credit is exhausted.

(Emphasis added.) The parties’ dispute revolves around the

italicized language.

¶7 From June 2018 to September 2018, Timnath Trail requested

eleven permits from the Town to build 176 multi-family residential

units. The Town charged Timnath Trail a total of $1,463,792 in

development impact fees and school fees — Timnath Trail paid

$110,176 for school fees pursuant to section 6.9 and $1,353,616 in

development impact fees as set forth in section 7. Timnath Trail

made its final payment on October 2, 2018.

¶8 To arrive at the total amount the Town charged Timnath Trail

in school fees and development impact fees, the Town relied on an

“Impact and Special Fees” final report dated November 15, 2015

5
(2015 Report). The 2015 Report listed five categories that

comprised the development impact fees identified in section 7,

charged per residential unit: (1) Police ($659); (2) Parks, Open Space

and Trails ($3,669); (3) Public Buildings ($800); (4) Stormwater

($560); and (5) Transportation ($2,000). These five categories

totaled $7,691 in development impact fees per residential unit.

Thus, the $1,353,616 that the Town charged Timnath Trail in

development impact fees is calculated by taking $7,691 multiplied

by the 176 residential units built.

¶9 As illustrative of how the Town identified these fees per permit,

we refer to the permit dated July 13, 2018, in which Timnath Trail

sought to build 24 residential units. The development impact fee

breakdown was:

Police (24 units): $15,816

Parks/Open Space/Trails (24 units): $88,056

Public/Municipal Building (24 units): $19,200

Stormwater (24 units): $13,440

Transportation (24 units): $48,072

__________

Total Development Impact Fee: $184,584

6
If one multiplies $7,691 by 24 units, it equals $184,584.

¶ 10 Relating to the school fees, the same July 13, 2018 permit had

a line item for “School payment-in-lieu multi-family” for 24 units

totaling $15,024, which amounts to $626 per residential unit.

Therefore, if one multiplies $626 by 176 residential units, the total

amounts to $110,176 in school fees.

¶ 11 But Timnath Trail alleged that the Town breached the

Agreement by overcharging the fees. Timnath Trail filed its lawsuit

on October 18, 2022, asserting a single breach of contract claim.

Specifically, it alleged that the application of the formula for

calculating the development impact fee set forth in section 7 should

not have yielded an amount of $7,691 per unit. Instead, Timnath

trail argued, it should have been charged “$4,913 per single family

residence, plus $2,000 additional per single family residence for Old

Town Improvements, with a corresponding reduction for multi

family residences.” Timnath Trail acknowledged that the Agreement

did not identify the “corresponding reduction for multi-family

residences,” but it argued that the Town did not take any reduction

into account when it charged the development impact fees for the

eleven permits.

7
¶ 12 Timnath Trail alleged that, even without the “corresponding

reduction,” at most, the Town could charge $6,913 per unit ($4,913

+ $2,000) for a total of $1,216,688. And it alleged that under

section 6.9, the Town could not charge Timnath Trail any other fee

unless otherwise approved in writing. When it filed its lawsuit,

Timnath Trail did not make any distinction between the

development impact fees of $7,691 and the school fees.

¶ 13 Timnath Trail filed a motion for partial summary judgment

concerning solely the school fees. It argued that under section 6.9,

the Agreement required the Owners to pay a school fee subject to

any intergovernmental agreement in effect between the school

district and the Town. But since the Town conceded that it had no

intergovernmental agreement in place with the school district in

2018 when Timnath Trail paid the school fees, Timnath Trail

argued that the $110,176 that the Town charged it for those fees

was improper.

¶ 14 The Town subsequently filed a cross-motion for summary

judgment arguing that (1) the statute of limitations barred Timnath

Trail’s breach of contract claim; and (2) Timnath Trail’s claim for

relief was barred by the Agreement’s limitation of liability provision

8
because the relief Timnath Trail sought was damages outside of the

agreed upon fees and, therefore, not authorized.

¶ 15 The district court denied Timnath Trail’s motion, finding that

genuine issues of material fact existed as to the school fees. But

the district court granted summary judgment in favor of the Town,

concluding that the three-year statute of limitations for contract

disputes in section 13–80–101(1)(a) governed, and that Timnath

Trail’s claim involving the development impact fees was barred

because it was untimely filed. Timnath Trail then filed a motion for

post-trial relief, seeking reconsideration of the court’s ruling on the

school fees. The court denied the motion, finding that, like the

development impact fees, the school fees could be amended from

time to time, so they were not determinable. As a result, the district

court held that Timnath Trail’s breach of contract claim regarding

the school fees was also barred by the three-year statute of

limitations.

II. Standard of Review and Applicable Law

¶ 16 We review de novo a district court’s order granting summary

judgment. Rocky Mountain Planned Parenthood, Inc. v. Wagner,

2020 CO 51, ¶ 19.

9
¶ 17 Summary judgment is only appropriate where there are no

disputed issues of material fact, and the moving party is entitled to

judgment as a matter of law. C.R.C.P. 56(c); Sanchez v.

Moosburger, 187 P.3d 1185, 1187 (Colo. App. 2008). The party

moving for summary judgment bears the initial burden of showing

the nonexistence of any genuine issue of material fact, “and all

doubts as to the existence of such an issue must be resolved

against the moving party.” Stanczyk v. Poudre Sch. Dist. R-1, 2020

COA 27M, ¶ 51 (quoting Churchey v. Adolph Coors Co., 759 P.2d

1336, 1340 (Colo. 1988)), aff’d on other grounds, 2021 CO 57.

¶ 18 The interpretation of when a claim accrues under a statute of

limitations is an issue of law that we review de novo. Rider v. State

Farm Mut. Auto. Ins. Co., 205 P.3d 519, 521 (Colo. App. 2009). But

whether the statute of limitations bars a particular claim because

certain circumstances exist is generally a question of fact. Sulca v.

Allstate Ins. Co., 77 P.3d 897, 899 (Colo. App. 2003). A court may

grant summary judgment if the plaintiff’s claim is barred by the

governing statute of limitations, but it “cannot grant summary

judgment on this basis if there are disputed issues of fact about

when the statute of limitations began running.” Curry v. Zag Built

10
LLC, 2018 COA 66, ¶ 23 (quoting Colo. Pool Sys., Inc. v. Scottsdale

Ins. Co., 2012 COA 178, ¶ 67).

¶ 19 To the extent our analysis requires statutory and contract

interpretation, both are also questions of law that we review de

novo. Smith v. Exec. Custom Homes, Inc., 230 P.3d 1186, 1189

(Colo. 2010) (statute); Sch. Dist. No. 1 v. Denver Classroom Tchrs.

Ass’n, 2019 CO 5, ¶ 11 (contract).

¶ 20 We must adopt a construction of the statute that “best

effectuates the intent of the General Assembly and the purposes of

the legislative scheme.” State v. Nieto, 993 P.2d 493, 501 (Colo.

2000). To ascertain the General Assembly’s intent, we look at the

plain words of the statute or instrument and give words and

phrases their ordinary meanings. See Fischbach v. Holzberlein, 215

P.3d 407, 409 (Colo. App. 2009). We construe the statute as a

whole to give effect to all provisions. See Mook v. Bd. of Cnty.

Comm’rs, 2020 CO 12, ¶ 24. If the statute is unambiguous, then

we need not resort to other interpretative rules. See Seaman v.

Colo. Manufactured Hous. Licensing Bd., 832 P.2d 1041, 1042 (Colo.

App. 1991).

11
¶ 21 Similarly, we interpret a contract “to ascertain and give effect

to the intentions of the party or parties who created the

instrument.” Quarky, LLC v. Gabrick, 2024 COA 76, ¶ 11. To

ascertain the parties’ intent, we look at the plain words of the

instrument and give words and phrases their ordinary meanings.

Id. We construe the contract as a whole to give effect to all

provisions. See Pulte Home Corp. v. Countryside Cmty. Ass’n, 2016

CO 64, ¶ 23. If the contract is unambiguous on its face, we

interpret the contract as written. See Antero Res. Corp. v. Airport

Land Partners, Ltd., 2023 CO 13, ¶ 13.

III. Analysis

¶ 22 We first address the development impact fees, then the school

fees, and finally the accrual date.

A. Development Impact Fees

¶ 23 Neither party disputes that the three-year statute of

limitations in section 13–80–101(1)(a) is the default period to bring

a breach of contract claim. See § 13–80–101(1)(a) (A three-year

limitation period applies for “[a]ll contract actions, including

personal contracts and actions under the ‘Uniform Commercial

Code.’”). But Colorado law has a limited exception: a six-year

12
statute of limitations period exists in section 13–80–103.5, which

applies to “[a]ll actions to recover a liquidated debt or an

unliquidated, determinable amount of money due to the person

bringing the action.” § 13–80–103.5(1)(a). In other words, section

13–80–103.5 applies to disputes in which the amount is either (a) a

liquidated debt or (b) an amount that is determinable.

¶ 24 That statute, however, does not define the terms “liquidated”

or “determinable.” But case law has done so. Generally, a debt is

deemed liquidated or determinable if the amount due is capable of

ascertainment by reference to an agreement or by simple

computation. Rotenberg v. Richards, 899 P.2d 365, 367 (Colo. App.

1995). Such a debt is liquidated or determinable even if the

formula or computation is based on “facts external to the

agreement.” Neuromonitoring Assocs. v. Centura Health Corp., 2012

COA 136, ¶ 16; see also Portercare Adventist Health Sys. v. Lego,

2012 CO 58, ¶ 18 (holding that in the hospital services context,

generally, “an amount owed under an agreement is a ‘liquidated

debt’ for the purposes of section 13–80–103.5(1)(a) if it is

ascertainable either by reference to the agreement, or by simple

computation using extrinsic evidence”); Voodoo Leatherworks LLC v.

13
Waste Connections US, Inc., 618 F. Supp. 3d 1126, 1134 (D. Colo.

2022) (same, regarding contract for waste collection and disposal).

In other words, the amount of the debt must be “easily calculable”

based on the parties’ agreement. See Interbank Invs., L.L.C. v. Vail

Valley Consol. Water Dist., 12 P.3d 1224, 1230 (Colo. App. 2000).

¶ 25 The district court found that the six-year statute of limitations

did not apply because the amount of development impact fees was

neither liquidated nor determinable. Instead, the court determined

that the rates under the Agreement were subject to change

throughout the years and, thus, the “current rate” was “variable

depending on when [Timnath Trail requested and the Town issued]

the permits.” Because the three-year statute of limitations applied,

it concluded that Timnath Trail’s contract claim began to accrue at

the latest in August 2018, when it began to pay the fees for the

permits. Therefore, because Timnath Trail filed the lawsuit four

years later, its claim was time barred.

¶ 26 We conclude that the district court improperly interpreted

section 7 of the Agreement. Neither party disputes that Timnath

Trail must pay certain development impact fees, as discussed in the

first sentence of section 7. But it is in analyzing the second and

14
third sentences of that section where the district court’s analysis

goes awry. The district court interpreted the Agreement to mean

that the Town could increase the fees over time. This is partially

true, but one must parse the language in the sentences and look at

section 7 as a whole.

¶ 27 The second sentence of section 7 is key: “The Owners agree to

the payment of these uniform development impact fees as currently

established by the Town, increased as hereinafter provided, until

the year 2024, and after that time as the same are increased with

Town-wide effect.” The court interpreted this to mean that Timnath

Trail must pay the development impact fees as “currently

established,” meaning when it applied for the permit. It supported

its interpretation with the third sentence of section 7, which states:

“The development impact fees are to be paid at the current rate

upon issuance of building permits.” In other words, the “current

rate” for the development impact fee would be set at the time the

permit was issued (i.e., 2018).

¶ 28 We agree with Timnath Trail that the district court’s

interpretation fails to give effect to (1) the formulas in section 7;

(2) the Town’s possible increase of the “current rate” for commercial

15
development with the “increased as hereinafter provided” language;

and (3) the Town’s increase of the “current rate” in 2024 to the

Town’s rates it charges to all developers.

¶ 29 First, the district court’s interpretation does not give effect to

the formulas in section 7. The court interpreted the phrase “as

currently established by the Town” as a reference to extrinsic

information like the 2015 Report. We conclude that this language

refers instead to the formulas set forth in section 7. Indeed, if the

fees could be increased simply when the permits were requested,

then the formulas in that section would be meaningless.

¶ 30 When looking at the entirety of section 7, the “current rate” for

Timnath Trail’s development impact fees was subject to one of two

formulas based on whether it developed the Property for residential

or commercial use. Timnath Trail developed the property with

residential units, so that formula states, “For Phase II of the

Development, if residential, the fee shall be $4,913 per single family

residence, plus $2,000 additional per single family residence for Old

Town Improvements, with a corresponding reduction for multi-

family residences.” Timnath Trail contends that $6,913 (with any

16
corresponding reduction for multi-family units) is the “current rate”

referenced in section 7. We agree.

¶ 31 Our interpretation is further bolstered by parsing the second

sentence, which leads us to our second point: The court failed to

give effect to any increase to the “current rate.” The second

sentence’s phrase “increased as hereinafter provided” does not

mean increases to the “current rate” when the permits were

requested and issued.

¶ 32 Instead, when interpreting contracts, we first look at the plain

and ordinary meaning of the words used. Quarky, LLC, ¶ 11. The

plain and ordinary meaning of “hereinafter” is “in the following part

of this writing or document.” Merriam-Webster Dictionary,

https://perma.cc/7BBF-942D. Because we have already concluded

that the “current rate” means one of the two formulas identified in

section 7, “increased as hereinafter provided” refers to the

commercial formula discussed in section 7, which contemplated the

Town’s ability to possibly increase those rates.

¶ 33 The commercial formula states: “For Phase I and any

commercial uses in Phase II of the Development, the Owners agree

to pay, at time of building permit, commercial impact fees in an

17
amount equal to $.09 times the number of square feet contained

within each commercial building constructed within Phase I or

Phase II of the Property.” But that provision also indicates that the

“current rate” “may be increased periodically by the Town at a rate

of three percent (3%) per annum, compounded annually.” (Emphasis

added.) Our interpretation takes into consideration the

Agreement’s language that there could be increases to the “current

rate” by reference to the commercial formula, as the Agreement

“hereinafter” referenced.

¶ 34 This leads us to our third reason that the district court’s

interpretation is in error: It failed to give effect to section 7’s

reference to the year 2024. The final phrases of the second

sentence state: “until the year 2024, and after that time as the

same are increased with Town-wide effect.” The Town argues that

the formulas were examples, but that the rates in the 2015 Report

control because the permits were issued in 2018.

¶ 35 But this begs the question: Why does the Agreement reference

the year 2024? The only way to give effect to that reference is to

interpret the second sentence as the parties “locking” in a rate for

the development impact fees until 2024. With this interpretation of

18
the second sentence, the third sentence in section 7 — “The

development impact fees are to be paid at the current rate upon

issuance of building permits” — means that the Town could charge

the rates from one of the two formulas as the “current rate” until

2024, or if Timnath Trail requested permits after 2024, the “current

rate” would then be based on the rates charged with “Town-wide

effect.” Thus, it was not until 2024 when the Town could charge

Timnath Trail the development impact fee that it would charge to

any other developer (i.e. the $7,691 amount from the 2015 Report

or some other amount if another report was in effect).

¶ 36 Our interpretation of section 7 is further bolstered by section

13 of the Agreement, which requires Timnath Trail to comply with

the Town’s ordinances and other laws. That provision states, “The

parties do not intend that this Agreement, the vested property

rights or the Site Plan to supercede Town ordinances, regulations,

codes, policies and procedures except as provided herein or

necessary for implementation of the terms of this Agreement.”

Because the Town’s “ordinances, regulations, codes” and other laws

are not intended to be “supecede[d]” by the Agreement, Timnath

Trail would be required to pay the development impact fees

19
regardless of section 7. But with section 13, Timnath Trail’s

compliance with the Town’s laws is required “except as provided”

within the Agreement, thus referring to section 7’s formulas that

modified the amount of the development impact fees until 2024.

¶ 37 And our interpretation makes sense because, if Timnath Trail

was required to pay a development impact fee regardless, section 7

does not have any effect unless it is interpreted to “lock in” an

agreed upon formula until a time certain. This is especially true

considering that, with the Town’s growth, the development impact

fees increased over time.

¶ 38 But our interpretation does not resolve the question of

whether section 7’s formula for residential development is

determinable. If our interpretation does not alter the court’s

ultimate conclusion that the formula is not determinable, then we

could affirm its application of the three-year statute of limitations

on other grounds. But based on our interpretation and Colorado

case law, we conclude that section 7’s residential formula is

determinable.

¶ 39 The Agreement’s residential development impact fees have two

possible calculations: the $6,913 amount for single family dwellings

20
or a “corresponding reduction” for multi-family dwellings. If all

units built by Timnath Trail were single-family units, then the

amount the Town should have charged is easily calculable by

multiplying the 176 units by $6,913. But that section also

contemplates a possible calculation based on “a corresponding

reduction for multi-family residences.” The Town claims that this

makes the formula not determinable.

¶ 40 Not so. The record also includes the “Impact Fee Study”

finalized on September 30, 2002 (2002 Report).2 The 2002 Report

identifies development impact fees in the same five categories as the

2015 Report, noting that the $4,913 amount identified in section 7

was the total impact fee for a single-family residential unit and the

“corresponding reduction for multi-family residences” lowered the

impact fee for such residences to $4,115. The Town concedes that

the 2002 Report was in effect until the Town replaced it with the

2015 Report. Indeed, the Town argues that, because of the

2 The company that conducted and wrote the 2002 Report and 2015

Report wrote a letter as part of the parties’ summary judgment
briefing explaining that the development of lands was of statewide
concern to the General Assembly, as outlined in section 29–1–801,
C.R.S. 2024, and that local governments were required to charge
development impact fees under section 29–20–104.5, C.R.S. 2024.

21
increased development, the Town repealed the “corresponding

reduction for multi-family residents” in the 2015 Report. But the

Town’s point further supports our interpretation that section 7’s

formulas acted as a “locked in” fee until 2024.

¶ 41 Thus, the Agreement is not like the contract at issue in Voodoo

Leatherworks, 618 F. Supp. 3d at 1130, where a federal district

court held that any increased amount owed under the agreement

based on the Consumer Price Index was not determinable because

the contract language “did not disclose the . . . metrics [the

company was] purportedly relying on to make increases.” Instead,

this case is more akin to Fishburn v. City of Colorado Springs, 919

P.2d 847 (Colo. App. 1995), where a division of this court held that

the amount due to the city employees was easily calculable by

taking the number of hours they worked in stand-by hours and

multiplying it by twenty-five percent of their hourly base pay. Id. at

848, 850; see also Rotenberg, 899 P.2d 368 (holding that the

amount owed to an attorney for unpaid fees was easily calculated

based on the agreed upon hourly rate specified in the retainer

agreement and the number of hours worked); see also Torres-Vallejo

v. Creativexteriors, Inc., 220 F. Supp. 3d 1074, 1086 (D. Colo. 2016)

22
(holding that wage claims were based on a set hourly rate, leading

to easily calculable amounts due); Comfort Homes, Inc. v. Peterson,

549 P.2d 1087, 1090 (Colo. App. 1976) (holding that a construction

contract that specified payment as a percentage of estimated costs

allowed for simple computation of the amounts owed).

¶ 42 Consequently, the development impact fees in the Agreement

are determinable for residential units until 2024 as follows: (1) for

single-family units, the development impact fee is $4,913 plus

$2,000 for any additional residential unit for “Old Town

Improvements” for a total of $6,913; or (2) for multi-family units,

the development impact fee is $4,115 plus $2,000 for any additional

multi-family residential unit for “Old Town Improvements” for a

total of $6,115.3

¶ 43 The Town contends that it would be error to rely on the 2002

Report. But the parties may rely on the 2002 Report as a reference

to ascertain the easily calculated sum under the Agreement, just as

3 It is not clear from the record if all 176 residential dwellings were

single-family residences. Regardless, this appeal only requires us
to determine which statute of limitations applies. Consequently, we
have no opinion on the merits of Timnath Trail’s lawsuit or what
other remedies, if any, are available to it under the Agreement.

23
the Town wants to rely on the 2015 Report, which is also extrinsic

to the Agreement. And while the 2002 Report was not generally in

effect for developers once it was replaced with the 2015 Report, the

Agreement locked in the 2002 Report’s development impact fee

amounts based on section 7. Because the development impact fees

are easily calculable by reference to the number of single- or multi-

family residential units by using $6,913 or $6,115, respectively, we

conclude the district court erred by applying the three-year

limitations period in section 13–80–101(1)(a) to Timnath Trail’s

breach of contract claim as it pertains to those fees. Portercare

Adventist Health Sys., ¶ 18 (an amount is determinable if it is easily

calculable by reference to extrinsic evidence). Accordingly, we

reverse in part the court’s grant of summary judgment in favor of

the Town, and we remand this portion of the case for further

proceedings, as Timnath Trail filed its lawsuit within the six-year

statute of limitations under section 13–80–103.5.

B. School Fees

¶ 44 We reach a different conclusion concerning Timnath Trail’s

challenge of the school fees the Town imposed. We agree with the

district court’s conclusion that the school fees were not

24
determinable and, therefore, subject to the three-year limitations

period in section 13–80–101(1)(a).

¶ 45 Timnath Trail contended that section 6.9 only required it to

pay fees if there was an intergovernmental agreement with the local

school district and that, because no such agreement existed in

2018, it was improperly charged those fees. The Town argued that

Timnath Trail assented to the fees, as the predecessor in title knew

about them, and that section 13’s provision requiring such fees be

charged subject to the Town’s ordinance governed.

¶ 46 Section 6.9’s language is markedly different than section 7’s.

There, the Agreement expressly indicates that the amount for the

school fees are to be those reflected in any intergovernmental

agreement “as presently in effect and as may be amended from time

to time.” (Emphasis added.) Regardless of whether the Town had a

contract with the school district in 2018, the amount of the school

fees was not determinable, as they could have changed (or not been

in effect at all). Given that, we conclude that the three-year statute

of limitations applies to this portion of Timnath Trail’s breach of

contract claim. Thus, we now turn to whether the district court

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properly determined when the three-year statute of limitations

began to run.

C. Date of Accrual for the Three-Year Statute of Limitations

¶ 47 Timnath Trail contends that the court improperly granted

summary judgment because there are disputed issues of fact as to

when the three-year statute of limitations began to accrue.

¶ 48 For contract claims, a cause of action accrues on the date the

breach “is discovered” or on the date the breach “should have been

discovered by the exercise of reasonable diligence.” § 13–80–108(6),

C.R.S. 2024; see City & Cnty. of Denver v. Bd. of Cnty. Comm’rs,

2024 CO 5, ¶ 6. The cause of action is discovered when the party

obtains knowledge of the facts essential to the claim, not knowledge

of the legal theory supporting it. Int’l Network, Inc. v. Woodard,

2017 COA 44, ¶ 10. Such knowledge includes information that

would lead a reasonable person to inquire further. Id.

¶ 49 The district court determined that the three-year statute of

limitations accrued, at the latest, in August 2018 when Timnath

Trail began to pay the fees under the permits, as that is when it

could have begun to discover, through reasonable diligence, that it

might not owe school fees to the Town.

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¶ 50 But Timnath Trail contends that the statute of limitations did

not begin to run until it had notice of the potential breach in July

2020 when the parties began to discuss in depth the possible fee

overcharges.

¶ 51 While the parties did not begin to discuss the potential

overcharges until July 2020, this does not mean that Timnath Trail

lacked the ability before then to discover the possible overcharges

on the school fees. As noted above, the eleven permits included a

line item for the school fee. Section 6.9 expressly states that such a

fee is subject to an intergovernmental agreement. Nothing

prevented Timnath Trail from asking the Town for a copy of the

intergovernmental agreement, and if none existed between the

school and the Town, Timnath Trail could have explored its option

to bring a lawsuit to challenge those charges.

¶ 52 And the record supports that Timnath Trail was indeed on

notice about possible issues with the fees well before August 2018.

For instance, a March 9, 2017 email between the Town and

Timnath Trail’s predecessor in title explained the school fees,

stating that such fee “is assessed at the following rate per unit . . .

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$626.00/du.[4] This rate is an estimate determined by taking the

school district’s acre cost for ground of $97,826 multiplied by the

0.64 acres (dedication)/100 units from the land use code.” The

Town representative apologized for the oversight of not detailing this

fee previously, but “wanted to get th[e] [fee estimate] to [Timnath

Trail] before [Timnath Trail] actually submit[ed] for a permit and are

surprised to see this assessment. It isn’t in our typical fee schedule

as it is mainly with payment in lieu of dedications and not actually

an impact fee.” (Emphasis added.)

¶ 53 Likewise, Timnath Trail’s predecessor in title sent an April 28,

2017 email to the Town stating, “[W]e need some help from the town

with reduced fees before we can get our project out of the ground.”

The record also includes a July 2, 2020 email demonstrating

Timnath Trail — now in possession of title as of May 2017 —

continued to dispute with the Town the amount of the fees charged.

Granted, some of these emails deal with the development impact

fees and do not reference the school fees. But Timnath Trail was

obviously looking at the fees it would be charged on the permits or

4 We could not find in the record what “du” stands for, but it does

not appear material to resolution of this issue.

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actually charged, presumably could have obtained documentation

about the fees before or after it acquired title, could have obtained

such information from the Town, and continued to dispute those

fees throughout the development process, but it did not file its

lawsuit until October 2022.

¶ 54 Accordingly, we conclude that the district court properly

entered summary judgment in favor of the Town and denied

Timnath’s Trail partial motion for summary judgment on the school

fees because the breach of contract claim as to those fees is time

barred.

IV. Conclusion

¶ 55 The judgment is affirmed in part and reversed in part, and the

case is remanded to the district court for further proceedings

consistent with this opinion.

JUDGE FOX and JUDGE GROVE concur.

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