HomeMy WebLinkAbout 17-42 IGA with HWY 119 Metro Dist 091317EXHIBIT G
Form of Intergovernmental Agreement
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THIS AGREEMENT (the "Agreement") is made and entered into as of this f3a&day of
2C t 7, by and between the TOWN OF FIRESTONE, a home rule municipal
corporation of the State of Colorado (the "Town"), and the HIGHWAY 119 METROPOLITAN
DISTRICT NOS. 140, quasi -municipal corporations and political subdivisions of the State of
Colorado (collectively, the "Districts" and individually each a "District"). The Town and the
Districts are collectively referred to as the Parties. This Agreement hereby amends and replaces
in its entirety the Intergovernmental Agreement By, Between and Among the Town of Firestone,
Colorado and Highway 119 Metropolitan District Nos. 1-6, dated March 24, 2010.
WHEREAS, C.R.S. § 29-1-203 authorizes the Parties to cooperate and contract with one
another regarding functions, services and facilities each is authorized to provide, and
WHEREAS, the Districts were organized to provide those services and to exercise
powers as are more specifically set forth in the Districts' Service Plan approved by the Town on
September 13, 2017 (the "Service Plan"); and
WHEREAS, the Service Plan makes reference to and requires the execution of an
intergovernmental agreement between the Town and the Districts; and
WHEREAS, the Parties have determined that any capitalized term not specifically
defined in this Agreement shall have that meaning as set forth in the Service Plan; and
WHEREAS, the Parties have determined it to be in the best interests of their respective
taxpayers, residents and property owners to enter into this Agreement to address certain matters
related to the organization, powers and authorities of the Districts.
NOW, THEREFORE, 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. Regional Improvements Funding,
The Districts shall be authorized and required to provide for the planning, design,
acquisition, construction, installation, relocation and/or redevelopment and to contribute to the
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funding of the Regional Improvements, and the Districts shall have the authority to issue Debt
for Regional Improvements in an amount not to exceed the Total Debt Limit.
The Districts, collectively, shall contribute in the aggregate to the Town, Seven Million
Five Hundred Thousand Dollars ($7,500,000) (the "Regional Improvement Contribution
Requirement"). The Regional Improvement Contribution Requirement shall be paid as follows:
each of the Districts shall contribute 7.8% of the Net Bond Proceeds of the Districts. "Net Bond
Proceeds" means the aggregate net proceeds of all Debt issued by the Districts, collectively. The
Districts' Regional Improvement Contribution Requirement obligation shall begin upon the
issuance by the Town of a building permit for any residential or commercial development within
the Project, but shall not include any building permits issued for Public Improvements or related
facilities, and shall not apply to any Debt issued by the Districts prior to the issuance of a
building permit. Notwithstanding the status of Debt issuances, any remaining amount of the
Regional Improvement Contribution Requirement ($7,500,000) shall be due in full to the Town
by no' later than ten (10) years from the date the first building permit for residential or
commercial development (not including any building permits issued for Public Improvements or
related facilities) within the Project is issued.
The proponents of the District acknowledge and agree that the provisions in this Service
Plan and the Intergovernmental Agreement for the Districts' participation in Regional
Improvements and the payments to the Town are material considerations in, and conditions of
the Town's approval of this Service Plan and are a joint and several liability of all of the
Districts, and that the Town has relied thereon in approving this Service Plan.
- 2. Operations and Maintenance. The District shall dedicate the Public
Improvements (as defined in the Service Plan) to the Town or other appropriate jurisdiction or
owners association in a manner consistent with the final approved plat, other rules and
regulations of the Town, and applicable provisions of the Town Code. The District shall not be
authorized to operate and maintain any part or all of the Public Improvements, unless specifically
provided for in this Agreement or separate agreement with the Town.
- 3. Fire Protection. The District shall not be authorized to plan for, design, acquire,
construct, install, relocate, redevelop, finance, operate or maintain fire protection facilities or
services, unless specifically provided for in this Agreement or separate agreement with the
Town. This provision shall limit the District's authority to plan for, design, acquire, construct,
-install, relocate, redevelop or finance fire hydrants and related improvements installed as part of
the water system.
4. Television Relay and Translation. The District shall not be authorized to plan for,
design, acquire, construct, install, relocate, redevelop, finance, operate or maintain television
relay and translation facilities and services, other than for the installation of conduit as a part of a
street construction project, unless specifically provided for in this Agreement or separate
agreement with the Town.
5. Construction Standards. The District will ensure that the Public Improvements
are designed and constructed in accordance with the standards and specifications of the Town
and of federal and state governmental entities having proper jurisdiction. The District will obtain
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the Towns approval of civil engineering plans and will obtain applicable permits for
construction and installation of Public Improvements prior to performing such work.
6. Issuance of Privately Placed Debt. Prior to the issuance of any privately placed
bonds or other obligations, the payment of which the District has promised to impose an ad
valorem property tax mill levy ("Debt"), the District shall obtain the certification of an External
Financial Advisor substantially as follows:
We are [I am] an External Financial Advisor within the meaning of
the District's Service Plan.
We [I] certify that (1) the net effective interest rate (calculated as
defined in Section 324403(12), C.R.S.) to be borne by the
District for the [insert the designation of the Debt] does not exceed
a market [tax-exempt] [taxable] interest rate, using criteria deemed
appropriate by us [me] and based upon our [my] analysis of
comparable high yield securities; and (2) the structure of [insert
designation of the Debt], including maturities and early redemption
provisions, is reasonable considering the financial circumstances of
the District.
7. Inclusion and Exclusion. The District shall not include within its boundaries any
property outside the Service Area (as defined in the Service Plan) without the prior written
consent of the Town, as evidenced by resolution of the Town Board of Trustees. The District
shall not exclude any property from the District if such exclusion will result, or is reasonably
anticipated to result, in detriment to the remaining residents and taxpayers within the District, or
to the District's bondholders.
S. Total Debt Issuance. The District shall not issue Debt in excess of One Hundred
FI$een Million Four Hundred Thirty -Nine Thousand Five Hundred Dollars ($115,439,500) in
total aggregate principal amount.
9. Monies from Other Governmental Sources. The District shall not apply for or
accept Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds available from
or through governmental or non-profit entities that the Town is eligible to apply for, except as
may be specifically provided for herein. This Section shall not apply to specific ownership taxes
which shall be distributed to and constitute a revenue source for the District without any
limitation.
10. Consolidation; Dissolution. No District shall file a request with any Court to
consolidate with another Title 32 district without the prior written consent of the Town, as
evidenced by resolution of the Town Board of Trustees, unless consolidation is with one of the
other Districts which are parties to this Agreement. The District agrees that it shall take all
action necessary to dissolve the District in accordance with the provisions of the Service Plan
and applicable state statutes.
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11. Service Plan Amendment Requirement. Any action of the District which violates
the limitations set forth in Sections V.A.1-24 or VI.B-H of the Service Plan, or which constitutes
a material modification under the Firestone Municipal Code, shall be deemed to be a material
modification to the Service Plan and the Town shall be entitled to all remedies available under
State and local law to enjoin any such action(s) of the District. The Town may also seek
damages for breach of this Agreement arising from violations by the District of any provision of
the Service Plan.
12. Applicable Laws. The District acknowledges that the property within its
boundaries shall be subject to all ordinances, rules and regulations of the Town, including
without limitation, ordinances, rules and regulations relating to zoning, subdividing, building and
land use, and to all related Town land use policies, master plans and related plans.
13. Annual Report. The District shall submit an annual report ("Annual Report") to
the Town no later than September 1st of each year following the year in which the Order and
Decree creating the District has been issued by the District Court for and in Weld County,
Colorado, containing the information set forth in Section VII of the Service Plan.
14. Notices. All notices, certificates or other communications hereunder shall be
sufficiently given and shall be deemed given when given by hand delivery, overnight delivery,
mailed by certified or registered mail, postage prepaid, delivered electronically (if confirmed
promptly telephonically) or dispatched by telegram or telecopy (if confirmed promptly
telephonically), addressed to the following address or at such other address or addresses as any
party hereto shall designate in writing to the other party hereto:
Town of Firestone
151 Grant Ave.
Firestone, Colorado 80102
Attention: Town Manager
Highway 119 Metropolitan District Nos. 1-10
c/o White Bear Ankele Tanaka &Waldron
2154 East Commons Avenue, Suite 2000
Centennial, Colorado 80122
Attention: Jennifer Gruber Tanaka, Esq.
jtanaka@wbapc.com
(303) 8584 800
All notices, demands, requests or other communications shall be effective upon such
personal delivery or one (1) business day after being deposited with Federal Express or other
nationally recognized overnight air courier service or three (3) business days after deposit in the
United States mail. By giving the other party hereto at least ten (10) days written notice thereof
in accordance with the provisions hereof, each of the Parties shall have the right from time to
time to change its address.
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15. Miscellaneous,
A. Effective Date. This Agreement shall be in full force and effect and be legally
binding upon final approval of the governing bodies of the Parties. No Debt shall be issued by
the District until after the effective date of this Agreement.
B. Nonassignability4 No party to this Agreement may assign any interest therein to
any person without the consent of the other party hereto at that time, and the terms of this
Agreement shall inure to the benefit of and be binding upon the respective representatives and
successors of each party hereto.
C. Amendments. This Agreement may be amended from time to time by written
amendment, duly authorized and signed by representatives of the parties hereto.
D. Severability. If any section, subsection, paragraph, clause, phrase, or other
provision of this Agreement shall for any reason be held to be invalid or unenforceable, the
invalidity or unenforceability of such section, subsection, paragraph, clause, phase, or other
provision shall not affect any of the remaining provisions of this Agreement.
E. Execution of Documents. This Agreement shall be executed in two (2)
counterparts, either of which shall be regarded for all purposes as one original. Each party
agrees that it will execute any and all deeds, instruments, documents, and resolutions or
ordinances necessary to give effect to the terms of this Agreement.
F. Waiver. No waiver by either party of any term or condition of this Agreement
shall be deemed or construed as a waiver of any other term or condition, nor shall a waiver of
any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of
a different provision of this Agreement.
G. Default/Remedies. In the event of a breach or default of this Agreement by any
party, the non -defaulting party shall be entitled to exercise all remedies available at law or in
._- equity, specifically including suits for specific performance and/or monetary damages. In the
event of any proceeding to enforce the terms, covenants or conditions hereof, the prevailing party
in such proceeding shall be entitled to obtain as part of its judgment or award its reasonable
attorneys' fees.
H. Governing Law and Venue. This Agreement shall be governed and construed
- under -the laws of the State of Colorado. Venue for all actions brought hereunder shall be in the
District Court in and for Weld County,
I. Inurement. Each of the terms, covenants and conditions hereof shall be binding
upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
J. Paragraph Headings. Paragraph headings are inserted for convenience of
reference only.
K. No Third Party Beneficiaries. No person or entity who or which is not a party to
this Agreement will have any right of action under this Agreement.
L. Entirety. This Agreement merges and supersedes all prior negotiations,
representations, and agreements between the parties hereto relating to the subject matter hereof
and this Agreement, together with the Service Plan provisions that serve to supplement or
complement this Agreement, constitutes the entire agreement between the Parties concerning the
subject matter hereof.
[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]
IN WITNESS WHEREOF, this Agreement is executed by the Town and the District as of
the date first above written.
TOWN OF FIRESTONE, COLORADO
•° ! _ ./ ;Mayor
ATTEST: SRAL 8
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ATTEST:
Secretary
APPROVED AS TO FORM:
Attorney
HIGHWAY 119 METROPOLITAN DISTRICT
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BY:
the District
HIGHWAY 119 METROPOLITAN DISTRICT
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BY:
ATTEST:
the District
HIGHWAY 119 METROPOLITAN DISTRICT
BY:
of the District
HIGHWAY 119 METROPOLITAN DISTRICT
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BY:
ATTES
HIGHWAY 119 METROPOLITAN DISTRICT
NO. 5
BY:
ATTE
District
HIGHWAY 119 METROPOLITAN DISTRICT
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BY:
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the District
HIGHWAY 119 METROPOLITAN DISTRICT
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BY:
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Officer of the District