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HomeMy WebLinkAbout 14-40 Approving First Amend. to Mt. Shadows IGARESOLUTION NO. A RESOLUTION APPROVING A FIRST AMENDMENT TO INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE TOWN OF FIRESTONE, COLORADO AND MOUNTAIN SHADOWS METROPOLITAN DISTRICT WHEREAS, the Town of Firestone Board of Trustees on December 11, 2013, adopted Resolution No. 13-52 approving a service plan for the Mountain Shadows Metropolitan District the "Original Service Plan"); and WHEREAS, the Town of Firestone Board of Trustees on June 25, 2014, by resolution approved the First Amendment to Service Plan for the Mountain Shadows Metropolitan District the "First Amendment to Service Plan"); the Original Service Plan and First Amendment to Service Plan are referred to collectively as the "Service Plan"; and WHEREAS, the Service Plan makes requires the execution of an intergovernmental agreement between the Town and the District, and the resolution approving the First Amendment to Service Plan requires the execution of a First Amendment to such intergovernmental agreement in connection with the approval of First Amendment to Service Plan; and WHEREAS, the Town desires to approve the form of First Amendment and authorize its execution. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: Section 1. The proposed First Amendment to Intergovernmental Agreement By and Between the Town of Firestone, Colorado and Mountain Shadows Metropolitan District (the "First Amendment") is hereby approved in essentially the same form as the copy of such First Amendment accompanying this resolution. Section 2. The Mayor and Town Clerk are hereby authorized to execute the First Amendment and the Mayor is further authorized to negotiate and approve on behalf of the Town such revisions to the First Amendment as the Mayor and Town Manager determine are necessary or desirable for the protection of the Town, so long as the essential terms and conditions of the First Amendment are not altered. INTRODUCED, READ, and ADOPTED this 25th day of June, 2014. �S� � (SEAL,) A S. sa edina, Town Clerk Sorensen,ul • FIRST AMENDMENT TO INTERGOVERNMENTAL AGREEMENT BY AND BETWEEN THE TOWN OF FIRESTONE, COLORADO AND MOUNTAIN SHADOWS METROPOLITAN DISTRICT THIS FIRST AMENDMENT TO INTERGOVERNMENTAL AGREEMENT (the "Agreement") is made and entered into to be effective as of the day of 520145 by and between the TOWN OF FIRESTONE, COLORADO, a municipal corporation of the State of Colorado (the "Town"), and MOUNTAIN SHADOWS METROPOLITAN DISTRICT, a quasi -municipal corporation and political subdivision of the State of Colorado (the "District"), individually a "Party" and collectively referred to herein as the "Parties." RECITALS WHEREAS, the District and the Town previously entered into that Intergovernmental Agreement, dated June 3, 2014, detailing certain various responsibilities and duties that each Party had to the other (the "IGA"); and WHEREAS, the IGA was executed in conformance with the District's Service Plan, dated December 3, 2013, and approved by the Town on December 11, 2013, by Resolution No. 13-52 (the "Service Plan"); and WHEREAS, the District has submitted a First Amendment to the Service Plan, which the Town approved on June 25, 2014, by Resolution No. _- (as approved and as may be further amended from time to time, the "Service Plan Amendment"); and WHEREAS, the approval of the Service Plan Amendment necessitates the revision of certain provisions contained within the IGA; and WHEREAS, the Town and the District have determined it to be in the best interests of their respective taxpayers, residents and property owners to enter into this Amendment; NOW, THEREFORE, for and in in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. AMENDMENT OF SECTION 6 OF THE IGA. Section 6 of the IGA is hereby replaced in its entirety with the following: 44 6. ALLOCATION OF FINANCING PROCEEDS. The Parties agree and the Tov�m's approval of the Service Plan and Service Plan Amendment is expressly conditioned upon the requirement that the District will pay to the Town for deposit into the Town's capital improvement fund a total of Four Hundred Thirty -Five Thousand Dollars ($435,000), which shall be paid to the Town in two payments as a condition of the issuance and delivery of the first and second series of District Bonds, including developer bonds, or the issuance of any construction financing notes to the Developer its successor or assigns as provided in the Service Plan Amendment. The transfer of capital improvement funds totaling Seventy -Five Thousand Dollars ($75,000) shall be paid by the District to the Town at the earliest of the issuance of the first series of District Bonds, including developer bonds, or the issuance of any construction Financing notes to the Developer or December 31, 2014. The transfer of capital improvement funds totaling Three Hundred Sixty Thousand Dollars ($360,000) shall be paid by the District to the Town at the earliest of the issuance of the second series of District Bonds, including developer bonds, or the issuance of any construction financing notes or December 31, 2015 (after Conditional Acceptance of construction for the remainder of Filing No. 2). Notwithstanding anything in the Service Plan to the contrary, the deadline set forth for bond issuance may be extended for all periods of delay caused by events that are beyond the reasonable control of the District, including, without limitation, limited availability of materials and labor, unusually adverse weather conditions, acts of God, acts of war, acts of terrorism, or delays in issuing approvals or permits by any Governmental Agency. Such delays will not affect the timing of transfer of capital improvements funds to the Town, which payments shall be made by the above stated deadlines. With Town approval, such contribution may alternatively be paid by the Developer or its successor and assigns to the Town but, in such case the Town and the Developer, its successor or assigns will amend the subdivision improvement agreement for Mountain Shadows Subdivision Filing No. 2 to provide that this Town contribution shall be paid to the Town's capital improvement fund directly by the Developer, or its successor or assigns prior to the issuance of any District bonds, including developer bonds, or any construction financing notes to Developer. The contribution to the Town capital improvement fund shall be used by the Town to finance improvements (whether inside or outside the boundaries of the District) that the Town and the District would otherwise be empowered to construct, and for which the District is authorized to incur indebtedness (i.e., streets, street lighting, traffic safety controls, sanitary sewer, water, landscaping, storm drainage or park and recreation improvements and facilities), which improvements shall be of benefit to the Town and the District. The District acknowledges and agrees that the provisions of this Amendment and the provisions of the Service Plan, as amended by the Service Plan Amendment for payment of these contributions to the Town's capital improvements fund for capital improvements are material considerations in, and conditions of the Town's approval of the District's Service Plan and Service Plan Amendment, and that the Town has relied thereon in approving the District's Service Plan and Service Plan Amendment. Therefore, the District agrees it shall include in and make available prior to such issuances capital improvement contribution funds totaling Four Hundred Thirty -Five Thousand Dollars ($435,000) in two payments as set forth above, and such delivery to the Town of funds concurrently with or prior to such issuances the Town shall be a condition of issuance for such District Bonds, including developer bonds, or any construction financing notes to Developer, its successors or assigns. The District agrees that the provisions of this Amendment and of the Service Plan, as amended by the Service Plan Amendment for such payment of capital improvement funds to the Town shall run in favor of and shall be enforceable by the Town. The District represents and warrants that it has obtained all voter authorizations necessary to implement such provisions of �a this Amendment and the Service Plan, as amended by the Service Plan Amendment, and that it will exercise its powers in accordance with and in furtherance of such provisions." 2. PRIOR PROVISIONS EFFECTIVE. Except as specifically amended hereby, all the terns and provisions of the IGA shall retrain in full force and effect. 3. COUNTERPART EXECUTION. This Amendment may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first above written. By the signature of its representative below, each Party affirms that it has taken all necessary action to authorize said representative to execute this Amendment. ATTEST: Secretary ATTEST: MOUNTAIN SHADOWS METROPOLITAN DISTRICT By: President TOWN OF FIRESTONE 3