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HomeMy WebLinkAboutFDDA 2025-05 Approving the IGA between the Town of Firestone and Central Firestone District re Coordination and Staffing of Services 10-15-2025FDDA RESOLUTION 2025-05 A RESOLUTION APPROVING THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND THE CENTRAL FIRESTONE DISTRICT REGARDING COORDINATION AND STAFFING OF SERVICES WHEREAS, pursuant to C.R.S. § 31-25-801 et seq. (the "DDA Act"), the Central Firestone District (the "CFD") is a downtown development authority duly established upon approval of the qualified electors, as defined in the DDA Act, at a special election on July 1, 2025, and authorized to exercise all powers provided for in the DDAAct; and WHEREAS, the Town of Firestone (the "Town") is a statut01y town of the State of Colorado authorized to exercise its powers under and pursuant to the Colorado Constitution and state law; and WHEREAS, the Town and CFD desire to enter into an intergovernmental agreement (the "IGA") to confirm their mutual understandings regarding the provision of supp01i services to CFD by the Town; and WHEREAS, Colorado law, C.R.S. § 29-1-201 et seq., authorizes and encourages local governments to contract with one another to provide any function, service, or facility, and C.R.S. § 31-25-808(1 )(f) authorizes CFD to enter into contracts with the Town. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CENTRAL FIRESTONE DISTRICT: Section 1. The Board hereby makes and adopts the determinations and findings contained in the Recitals set forth above. Section 2. The Board has duly considered and hereby approves the IGA, in substantially the form attached hereto as Attachment 1, and directs and authorizes the Chair to execute the IGA on behalf of CFD, subject to technical additions, deletions and variations as the Special Counsel to CFD may determine to be necessary and appropriate to protect the interests of the CFD or to effectuate the purposes of this Resolution. Section 3. This Resolution shall take effect upon its adoption by the Board. INTRODUCED, READ AND ADOPTED this/51rJ.ay of{X;/-Dbc:_.V , 2025. Attachment 1 : JGA INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF FIRESTONE AND THE CENTRAL FIRESTONE DISTRICT REGARDING COORDINATION AND STAFFING OF SERVICES This Intergovernmental Agreement (this "IGA") is entered into by and between the TOWN OF FIRESTONE, COLORADO, a statutory town of the State of Colorado (the "Town"), and THE CENTRAL FIRESTONE DISTRICT, a body corporate and politic of the State of Colorado ("CFD") (individually, a "Paiiy" and collectively, the "Paiiies") and shall be effective as of (X[J3fh, 2025 (the "Effective Date"). WHEREAS, the Town is a statutory town of the State of Colorado authorized to exercise its powers under and pursuant to the Colorado Constitution and state law; and WHEREAS, CFD is a public body corporate and politic duly organized and existing under the laws of the State of Colorado as a downtown development authority pursuant to Section 31- 25-801 et seq., C.R.S., as amended (the "DDA Act"); and WHEREAS, the Town and CFD desire to enter into this IGA to confirm their mutual understandings regarding the provision of suppmi services to CFD by the Town; and WHEREAS, Colorado law, C.R.S. § 29-1-201 et seq., authorizes and encourages local governments to contract with one another to provide any function, service, or facility, and C.R.S. § 31-25-808(1 )(f) authorizes CFD to enter into contracts with the Town. AGREEMENT 1. Suppmi Services. (a) Services. The Parties agree the Town in its sole and absolute discretion may provide support services to CFD to carry out the duties, operations and functions of CFD. Suppmi services may include, without limitation, administrative, personnel, managerial, planning, financing, accounting, engineering, and other services, including Town employee and/or outside consulting services ("Support Services"). The Town Board of Trustees shall provide direction to the Assistant Town Manager, subject to budgetary requirements, regarding the utilization of Suppmi Services to be provided by the Town to CFD to carry out the duties, operations and functions of the CFD. Nothing in this Agreement obligates the Town Board of Trustees to appropriate or expend any paiiicular or ce1iain sum of monies for Suppmi Services to be provided to CFD during any given fiscal year. Moreover, nothing herein shall be construed as prohibiting CFD from contracting with third parties to provide all or a po1iion of such Support Services. 34945558.7 (b) Reimbursement to Town by CFD for Support Services. (i) Until CFD establishes a reliable and consistent revenue stream from which it can employ and retain its own staff and personnel to perform the Suppmi Services, the Town may use Town employees to provide and perform such Suppmi Services for CFD. It is the intention of the Parties that the Support Services performed by Town employees for CFD during this period of time shall not unduly interfere with the ability of such employees to carry out their duties and responsibilities at the Town. It is fmiher understood and intended by the Paiiies that the Town's contribution of Town staff time and resources for Supp01i Services during this period shall be considered a loan until all such expenses are fully reimbursed by CFD. While providing Supp01i Services for CFD during this period, CFD will record and document any and all Town employee work time attributable to providing such services in the manner set f01ih in paragraph iii, below, and shall provide such documentation to the Town not later than the 20th day of each month. The Town, in tum, will keep a full and accurate accounting of such expenses, and the final determination of the full reimbursement payment due from CFD shall be made at the time of Reconciliation pursuant to the following paragraph. (ii) Upon establishment of a reliable and consistent revenue stream for CFD, the Town shall submit to CFD a final accounting of all expenses incun-ed in providing Supp01i Services prior to such time and the total reimbursement due and owing at such time, including the balance of any Operating Funds advanced to CFD, and CFD shall reimburse the Town for all such amounts pursuant to a payment plan mutually agreeable to the Paiiies (the "Reconciliation"). Not later than the 20th day of each month following the establishment of a reliable and consistent revenue stream for CFD, the Town shall file a claim with CFD for Supp01i Services rendered during the immediately preceding calendar month, including therein all costs of providing Town staff and Supp01i Services set forth in this Agreement. Such claims shall be in sufficient detail and include salaries, benefits and other costs incurred by the Town and shall sufficiently designate the type of Supp01i Service performed by the applicable Town staff so that CFD might properly determine the funds to which such Support Services are to be charged. Upon approval by CFD, the Town's claim shall be promptly paid. (iii) That p01iion of each Town employee's work time attributable to providing Supp01i Services to CFD, which shall be calculated by multiplying (a) the approximate amount of hours worked by such Town employee providing Supp01i Services to CFD in the applicable time period divided by the total amount of time such Town employee spent performing the duties of a Town employee in the applicable time period, by (b) the Town employee's base salary for the applicable time period. 2. Advance of Operating Funds. While not anticipated to be necessary, the Town may annually advance to CFD an amount of operating funds ("Operating Funds") to be determined by appropriation by the Town Board of Trustees, which shall be considered a loan until all such funds are fully reimbursed by CFD at the time of Reconciliation as set forth in Section 1 (b ), or pursuant to a repayment plan mutually agreeable to the Paiiies. Operating Funds shall be used by CFD for Support Services and other costs incmTed by CFD in accordance with the DDA Act, this IGA and approved Town and CFD budgets. 3. Executive Director; Conditions of Employment. The Assistant Town Manager or his or her designee is authorized to serve as interim Executive Director of CFD until such time as CFD in its discretion appoints and employs its own Executive Director, subject to Town Board 2 34945558.7 approval. CFD shall not enter into any Executive Director and/or staff employee agreements or amendment thereto with the Assistant Town Manager or his or her designee without approval of the Town Board of Trustees. Instead, CFD will hire its Executive Director subject to approval by the Town Board of Trustees upon providing the Town notice of its intention to hire an Executive Director. The Town Manager will sit on CFD's selection committee for the Executive Director position as a voting member, but his/her vote alone will not control the recommendation of the selection committee. The Town Manager or his/her designee shall coordinate the selection process. The Executive Director shall be a contract employee of CFD; said contract may be renewable annually. (a) The salary of the Executive Director shall be established by the Town Board of Trustees through the Town Board's approval of CFD's annual budget as set fmih in Section 10( a), below. The Pruiies intend that the salruy and other benefits of the Executive Director shall be established in accordance with the salaries and other benefits provided for administrative officials of the Town performing duties of comparable responsibility. (b) The Town Board and CFD, jointly, shall have the exclusive authority to terminate the Executive Director by a majority vote in joint session. A joint session for this purpose may be initiated by either the Town Board or the CFD Board, and shall be officially called for and presided over by the Mayor. Any individual serving concurrently on both the Town Board and the CFD Board shall be entitled to only one vote in suchjoint sess10n. (c) The Executive Director shall be a contract employee of CFD, and nothing herein shall be construed to establish the Executive Director as an employee of the Town in any manner. ( d) The te1ms and conditions of the Agreement shall be and are hereby made a part of any employment contract which CFD may have with any Executive Director, and said Executive Director shall be bound by this Agreement. ( e) The Executive Director shall be supervised by CFD in all of his/her activities, but he/she shall also respond to and interact with the Town Manager on a regular basis in the same manner as a Town Depruiment Director. 4. Employees of CFD. Upon establishment of a reliable and consistent revenue stream for CFD, CFD may, from time to time as CFD deems necessary, employ or retain Town staff and personnel, subject to the Town Board of Trustee's approval, to exercise CFD's powers, duties, and functions authorized by the DDA Act and all other laws of the State of Colorado. All CFD staff and personnel shall exercise and provide such powers, duties, and functions and shall allocate reasonable time to devote to CFD matters. All CFD staff and personnel, except the Executive Director, shall be subject to the Town's personnel policies and procedures. No CFD staff or personnel shall be entitled to the benefits of Town employees. However, the Town may decide to allow CFD employees to participate in the Town's life, health and dental insurance, vision service plan, and other benefits offered to Town employees. Payment for such benefits shall be made from the appropriate CFD fund to the appropriate Town fund at the employee rate allocated to Town operating budgets, based on budgeted payroll costs. 3 34945558.7 5. Legal Counsel. While not anticipated to be necessary, the Town may provide funds for CFD' s legal counsel in order for CFD to properly exercise its powers, duties and functions authorized by the DDA Act and all other laws of the State of Colorado. This financial support shall not create an attorney-client relationship between CFD's legal counsel and the Town or the Town Attorney and CFD. 6. Town Participation in CFD Meetings. The Town Manager or his/her designee may paiiicipate freely in all of CFD's meetings including all executive sessions and closed meetings. 7. Town Paiiicipation in Unde1iakings and Activities. The Town Board, in conjunction with the Town Manager, may submit written repo1is or statements about any of CFD's major decisions prior to the time CFD takes final action on said major decisions, and CFD shall give reasonable consideration to said written repmis in its decision making process; said reports or statements will not be binding an CFD; major decisions include such things as inclusions/exclusions, executing the CFD's plan of development, and issuing bonds; a process shall be established jointly by the Paiiies setting forth time schedules by which the Town Board shall receive notice ofCFD's intended major decisions and by which the Town Board will respond. The Town may, but is not obligated to, expend funds for the purpose of aiding CFD in its undertakings and activities, including but not limited to demolition, remediation, rehabilitation or acquisition of buildings or property located within a downtown development area of the CFD. 8. Reimbursement to Town by CFD for Operating Funds. If the Town provides Operating Funds or other funds to CFD, CFD is not required to reimburse the Town for any costs incurred by the Town pursuant to this IGA except as otherwise set forth herein. 9. TABOR. No provision of this IGA shall be construed or interpreted: (a) to directly or indirectly obligate the Town or CFD to make any payment in any year in excess of amounts appropriated for such year; (b) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever within the meaning of A1iicle X, Section 6 or A1iicle X, Section 20 of the Colorado Constitution (TABOR) or any other constitutional or statutory limitation or provision; or ( c) as a donation or grant by the Town or CFD in aid of any person, company or corporation under applicable Colorado law. 10. Additional Provisions. (a) Town Approval of CFD's Budget. The Town Board of Trustees shall approve CFD's budget annually in the same manner as it approves the Town budget. (b) Nothing in this Agreement shall be interpreted in any manner as constituting the Town as the agent of CFD or CFD as the agent of the Town. Each Paiiy shall remain separate and neither shall hereby assume the debts or obligations of the other. CFD shall be responsible for carrying out its duties and functions in accordance with the DDA Act and other applicable laws or regulations. ( c) Term; Termination. This Agreement shall be for a te1m begim1ing on the Effective Date and ending on the first anniversary of the Effective Date, unless extended or modified by mutual agreement between the Pmiies, or renewed as provided in this paragraph (c). The Town reserves the right to review the performance of the CFD and to 4 34945558.7 renegotiate at the end of the contract period if mutually agreeable between the Town and the CFD. Subject to annual appropriations by the Town, this Agreement shall automatically renew for each subsequent one-year anniversaty period. Either Patiy may elect not to renew this Agreement by giving the other Party written notice of that decision at least ninety (90) days prior to the expiration of the then-current term. Either Patiy may otherwise terminate this Agreement at any time after giving at least thirty (30) days written notice of intention to terminate the Agreement. Notwithstanding the foregoing, the Town Board of Trustees or Board of Directors of the CFD shall have the authority to sooner or immediately terminate this Agreement upon a finding that the public interest requires such termination. (d) Modification. This IGA may be modified, amended, changed or terminated, in whole or in pati, only by an agreement in writing duly authorized by both of the respective governing bodies of each of the Patiies. No consent of any third patiy shall be required for the negotiation and execution of any such agreement. (e) Waiver. The waiver of a breach of any of the provisions of this IGA by a Patiy shall not constitute a continuing waiver or a waiver of any subsequent breach by the other Patiy of any provision of this IGA. (f) Counterparts. This IGA may be executed in two or more counterpatis, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This IGA may also be executed and delivered by facsimile or po1iable document format (.pdf) signature and in two or more counterpatis, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (g) Governing Law. This IGA shall be governed in accordance with the laws of the state of Colorado. (h) No Third Party Beneficiai·ies. There are no express or implied third patiy beneficiaries of this IGA. No third patiy has any right to enforce this IGA. (i) Governmental Immunity. The Patiies acknowledge that each is a governmental entity and neither waives governmental immunity pursuant to the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. [signature page follovvs] 5 34945558.7