URA Res. No. 2007-03AVON URBAN RENEWAL AUTHORITY
RESOLUTION NO. 07-03
SERIES OF 2007
A RESOLUTION TO APPROVE A COOPERATION AGREEMENT BETWEEN THE
TOWN OF AVON, COLORADO AND THE AVON URBAN RENEWAL AUTHORITY
WHEREAS, the Avon Urban Renewal Authority (the "Authority") is a duly organized
body corporate and politic under and by virtue of the laws of the State of Colorado including the
Urban Renewal Law, constituting Part 1 of Article 25 of Title 31, Colorado Revised Statutes
("C.R.S."); and
WHEREAS, pursuant to Section 31-25-105(1)(b), C.R.S., the Authority may make and
execute any and all contracts and other instruments which it may deem necessary or convenient
to the exercise of its powers under the Urban Renewal Law; and
WHEREAS, pursuant to Section 31-25-112(1)(d), C.R.S., the Authority may enter into
agreements with other public bodies respecting action to be taken pursuant to any of the powers
set forth in the Urban Renewal Law; and
WHEREAS, a Cooperation Agreement, dated as of August 28, 2007 (the "Cooperation
Agreement"), between the Town of Avon, Colorado (the "Town") and the Authority is on file
with the Secretary of the Authority, a copy of which is attached hereto as Exhibit A; and
WHEREAS, it is in the best interest of the Authority, its residents and its taxpayers that
the Authority and the Town cooperate to accomplish the urban renewal objectives of the
Authority and the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
COMMISSIONERS OF THE AVON URBAN RENEWAL AUTHORITY:
1. The form of the Cooperation Agreement is hereby approved. The Authority shall
enter into and perform its obligations under the Cooperation Agreement, in the form of such
document as is on file with the Secretary of the Authority, provided that the Cooperation
Agreement may be completed, corrected or revised as deemed necessary by the parties thereto in
order to carry out the purposes of thereof. The Cooperation Agreement shall be executed and
attested to as provided in the Authority's bylaws. Such execution shall be conclusive evidence
of the approval by the Board of the Cooperation Agreement in accordance with the terms hereof
and thereof.
ADOPTED this 28th day of August, 2007.
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AVON URBAN RENEWAL-AUTHORITY
Ronald C. Wolfe,
ATTEST:
a M Kenny, u hority Clerk
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CERTIFIED BY:
EXHIBIT A
Cooperation Agreement
A-1
COOPERATION AGREEMENT
BETWEEN THE TOWN OF AVON, COLORADO,
AND THE AVON URBAN RENEWAL AUTHORITY
THIS COOPERATION AGREEMENT (this "Cooperation Agreement") is dated as of
August 28, 2007, between the Town of Avon, Colorado (the "Town"), a home rule municipality
of the State of Colorado, and the Avon Urban Renewal Authority (the "Authority"), a body
corporate and politic duly organized and existing as an urban renewal authority under the laws of
the State of Colorado.
WITNESSETH:
WHEREAS, the Town is a Colorado home rule municipality with all the powers and
authority granted pursuant to Article XX of the Colorado Constitution and the Town's Home
Rule Charter (the "Charter"); and
WHEREAS, the Authority is an urban renewal authority and a body corporate and
politic, with all the powers and authority granted to it pursuant to Title 31, Article 25, Part 1,
Colorado Revised Statutes ("C.R.S."), as amended (the "Act"); and
WHEREAS, pursuant to Article XIV of the Colorado Constitution, and Title 29,
Article 1, Part 2, C.R.S., the Town and the Authority are authorized to cooperate and contract
with one another to provide any function, service or facility lawfully authorized to each
governmental entity; and
WHEREAS, the Town Council of the Town (the "Town Council") has authorized and
approved the "Town Center West Area Urban Renewal Plan" as an urban renewal plan under the
Act (the "Plan") for the area described therein (the "Plan Area"); and
WHEREAS, pursuant to and in accordance with the Act, the Plan provides that the urban
renewal area is appropriate for one or more urban renewal projects as authorized by the Act
(collectively, the "Project"); and
WHEREAS, pursuant to section 31-25-112, C.R.S., the Town is specifically authorized
to do all things necessary to aid and cooperate with the Authority in connection with the planning
or undertaking of any urban renewal plans, projects, programs, works, operations, or activities of
the Authority, to enter into agreements with the Authority respecting such actions to be taken by
the Town, and appropriating funds and making such expenditures of its funds to aid and
cooperate with the Authority in undertaking the Project and carrying out the Plan; and
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises
set forth below, the Town and the Authority hereby agree as follows:
1.0 DEFINITIONS. The terms defined in the recitals of this Cooperation Agreement shall
have the meanings set forth therein. In addition, the following terms shall have the
meanings set forth below:
1. 1. "Fiscal Year" means the fiscal year of the Town, which is January 1 of each
calendar year through December 31 of the same calendar year.
1.2. "Incremental Property Tax Revenues" means, for each Fiscal Year, that portion of
ad valorem property taxes produced by the levy at the rates fixed each year by and
for each governing body of the various taxing jurisdictions within or overlapping
the Plan Area upon that portion of the valuation for assessment of all taxable
property within the Plan Area which is in excess of the Property Tax Base
Amount; provided, however, that such revenues shall be reduced by any lawful
collection fee charged by the County and any amount of such revenues that the
Authority has agreed to remit to another governmental entity; and provided
further, however, that in the event of a general reassessment of taxable property in
the Plan Area, the valuation for assessment of taxable property within the Plan
Area shall be proportionately adjusted in accordance with such general
reassessment in the manner provided by the Act.
1.3. "Obligations" shall mean bonds, notes, interim certificates or receipts, temporary
bonds, certificates of indebtedness, debentures, advances, and all other forms of
indebtedness that may be incurred by the Authority of whatsoever nature that is in
any way secured or collateralized by Incremental Property Tax Revenues or any
other revenues of the Authority, other than the obligations incurred by the
Authority pursuant to the terms of this Agreement.
1.4. "Plan Area" means the area described as such in the Plan that has been found to
be blighted and that the Town has designated as appropriate for an urban renewal
proj ect.
1.5. "Property Tax" means the property taxes levied by all jurisdictions on real and
personal property pursuant to C.R.S. § 39-1-101 et seq.
1.6. "Property Tax Base Amount" means the valuation for assessment of all taxable
property within the Plan Area last certified by the County Assessor of Eagle
County prior to the effective date of approval of the Plan; provided, however, in
the event of a general reassessment of taxable property in the Plan Area, the
valuation for assessment of taxable property within the Plan Area shall be
proportionately adjusted in accordance with such general reassessment in the
manner required by the Act.
2.0 INCREMENTAL PROPERTY TAX REVENUES.
2.1. The Authority shall use the Incremental Property Tax Revenues for any lawful
purpose, as permitted by the Act.
2.2. To the extent lawfully possible, the Town will take no action that would have the
effect of materially reducing Incremental Property Tax Revenues.
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3.0 ADVANCES BY THE TOWN; USE OF TOWN EMPLOYEES.
3.1. The Town may advance to the Authority through December 31, 2008, an amount
not to exceed $1,000,000 outstanding at any one time to be used by the Authority
for costs incurred by the Authority for its staffing, consultants, engineering,
construction, and other expenses in connection with the projects in any urban
renewal area designated in an adopted urban renewal plan, including any amounts
advanced prior to the date hereof. Such amounts shall be subject to annual
appropriation by the Town Council, and the Town shall not be obligated to
advance any money to the Authority pursuant to the terms hereof. If amounts are
appropriated by the Town Council, such amounts may be paid directly to the
Authority by the Town or, at the request of the Authority, paid to third-parties by
the Town on behalf of the Authority. Each amount advanced. shall constitute a
loan to the Authority in an amount equal to such advance, to be repaid as provided
herein.
The Town, in its sole discretion and subject to annual appropriation, may
appropriate funds and advance additional moneys to the Authority for the purpose
of aiding the Authority in connection with the planning or undertaking of any
plans, projects, programs, works, operations, or activities of the Authority, as
permitted by the Act. Any other amounts advanced or loaned by the Town to the
Authority or payments made by the Town on behalf of the Authority may be
designated a loan from the Town to the Authority to be repaid as provided herein.
3.2. The Town hereby authorizes the Authority'to utilize the services of certain Town
employees as determined by the Town to assist the Authority in work related to
urban renewal projects in the Town. The Authority shall, upon request of the
Town, reimburse the Town for the applicable percentage of each such employees'
wages or salary and benefits, as set forth in writing by the Town. The use of such
employees by the Authority and the proportionate cost of their services shall be
deemed an advance by the Town and the obligation to pay for such services is
hereby designated a loan from the Town to the Authority to be repaid as provided
herein. The Town may, in its discretion, choose not to seek reimbursement of
such costs in order to assist the Authority with the implementation of the urban
renewal plan.
The Town shall retain the right to establish the employees' wages or salary and
benefits, and the right to discharge, reassign, or hire employees to perform the
services required by the Authority. Except for the percentage of time devoted to
the Authority activities which shall be under the direction or control of the
Executive Director of the Authority, the Town retains the right to direct and
control the employees. The Town, as the employer, has the responsibility for
payment of salary or wages to the employee, and for reporting, withholding, and
paying any applicable taxes with respect to the employees' wages or salary and
payment of Town sponsored employee benefit plans and payment of
unemployment compensation insurance as may be required. The Town also
retains the right to provide for the welfare and benefit of employees through such
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programs as professional training. The Authority shall not have any responsibility
for the payment or reporting of remuneration paid to the Town's employees, all of
such responsibilities being the obligation of the Town. The Town intends to
retain the right to maintain the employment relationship between the Town and its
employees on a long term, and not a temporary basis.
In the event of any employment related issues with employees assigned to work
with the Authority, the Executive Director of the Authority shall report such
concerns or issues promptly to the Town Manager, who shall be responsible for
addressing such concerns.
3.3. Any advances made to the Authority by the Town pursuant to Sections 3.1 or 3.2
hereof prior to December 31, 2008, shall be reimbursed to the Town with
available funds by December 31, 2011. To the extent any such advances are not
paid by December 31, 2011, the Town may, by resolution: (a) extend the date for
repayment of such advances; or (b) forgive and discharge the balance of such
advances. The Authority's repayment obligations under this Section shall be
subordinate to the Authority's Obligations pursuant to Section 4.3 hereof.
4.0 PAYMENTS AND SUBORDINATION
4.1. Pats. The Authority may repay the Town for all amounts due hereunder
from any legally available revenues of the Authority.
4.2. Interest. Due to the benefits gained by the Town from the projects in any urban
renewal area designated in an adopted urban renewal plan, no interest will be due
on the amounts advanced to the Authority by the Town, unless the Town and the
Authority agree in writing that interest shall be paid on any such advances.
4.3. Subordination. The Authority's obligations to the Town pursuant to this
Agreement are subordinate to the Authority's obligation to repay any current or
future outstanding Obligations.
5.0 MISCELLANEOUS.
5.1. Governing Law. This Cooperation Agreement shall be governed by, and
construed in accordance with, the laws of the State of Colorado and shall be
subject to the limitations, if any, that are applicable under the Charter or
ordinances of the Town.
5.2. Dispute Resolution. If a dispute arises between the parties relating to this
Agreement, the parties agree to submit the dispute to mediation prior to filing
litigation.
53. Separate Entities. Nothing in this Agreement shall be interpreted in any manner
as constituting the Town or its officials, representatives, consultants, or
employees as the agents of the Authority, nor as constituting the Authority or its
officials, representatives, consultants, or employees as agents of the Town. Each
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entity shall remain a separate legal entity pursuant to applicable law. Neither
party shall be deemed hereby to have assumed the debts, obligations, or liabilities
of the other.
5.4. Third Party Beneficiaries. Neither the Town nor the Authority shall be obligated
or liable under the terms of this Agreement to any person or entity not a party
hereto, except that the Authority may pledge and assign its rights hereunder to
secure outstanding Obligations, and the secured party or parties shall be deemed
to be a third party beneficiary hereunder.
5.5. Assignment. Except for the pledge of this Agreement in connection with the
execution or issuance of Obligations secured or collateralized by revenues of the
Authority, this Agreement shall not be assigned, in whole or in part, by either
party without the written consent of the other.
5.6. Modifications. No modification or change of any provision in this Agreement
shall be made, or construed to have been made, unless such modification is
mutually agreed to in writing by both parties, with the prior written consent of any
third party beneficiaries to this Agreement. Memoranda of understanding and
correspondence shall not be construed as amendments to the Agreement.
5.7. Entire Agreement. This Agreement shall represent the entire agreement between
the parties with respect to the subject matter hereof and shall supersede all prior
negotiations, representations, or agreements, either written or oral, between the
parties relating to the subject matter of this Agreement and shall be independent
of and have no effect upon any other contracts.
5.8. Notices. All notices and other communications hereunder shall be sufficiently
given and shall be deemed given when delivered or mailed by first class mail,
postage prepaid, addressed as follows:
If to the Town:
Town of Avon, Colorado
P.O. Box 975
Avon, Colorado, 81620
Attention: Town Manager
If to the Authority:
Avon Urban Renewal Authority
P.O. Box 975
Avon, Colorado, 81620
Attention: Executive Director
The Town or the Authority may, by notice given hereunder, designate any further
or different addresses to which subsequent notices or other communications shall
be sent.
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5.9. Termination. This Agreement may not be terminated by either party so long as
any Obligations of the Authority are outstanding. So long as the Authority does
not have any outstanding Obligations and does not owe any amounts to the Town
under this Agreement, either party may terminate this Agreement upon thirty (30)
days written notice to the other party.
5.10. Severability. In the event that any provision of this Cooperation Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
5.11. Waiver. No waiver of a breach of any provision of this Agreement by either party
shall constitute a waiver of any other breach or of such provision. Failure of
either party to enforce at any time, or from time to time, any provision of this
Agreement shall not be construed as a waiver thereof. The remedies reserved in
this Agreement shall be cumulative and additional to any other remedies in law or
in equity.
IN WITNESS HEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers on the date above.
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ATTEST:
TOWN OF AV N, COLORA
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Ronald Wolfe, Mayor
By:
Patt McKenn , To n Clerk
6
AVON U N RENEWAL,. THORITY
EBy
~10 Ronald Wolfe, Chairma
ATTEST:
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By: e
Larry
,iCERTIFIED BY':
By.
BUS RL\1383063.1
STATE OF COLORADO )
COUNTY OF EAGLE ) SS.
AVON URBAN RENEWAL AUTHORITY )
I, Patty McKenny, the duly qualified and acting Town Clerk of the Town of
Avon, Colorado (the "Town"), acting as the Authority Clerk of the Avon Urban Renewal
Authority (the "Authority") do hereby certify:
1. That the foregoing pages are a true, correct, and complete copy of a
resolution (the "Resolution") concerning a cooperation agreement between the Authority and the
Town, adopted by the Board of Commissioners (the "Board") of the Authority, at a regular
meeting of the Board held at the Town Municipal Building on August 28, 2007.
2. The Resolution was adopted at an open, regular meeting of the Board on
Tuesday, August 28, 2007 by an affirmative vote of the members of the Board as follows:
Name
"Yes"
"No"
Absent
Ronald Wolfe
Brian Sipes
v
Richard Carroll
Dave Dantas
Kristi Ferraro
✓
Amy Phillips
r/
Tamra Nottingham Underwood
c/
3. The Resolution has been signed by the Chairman of the Board, sealed with
the corporate seal of the Authority, attested by the Secretary, certified by me as Authority Clerk,
and duly recorded in the books of the Authority; and that the same remains of record in the book
of records of the Authority.
4. Notice of the regular meeting of August 28, 2007, in the form attached
hereto as Exhibit 1, was posted in a public place within the boundaries of the Authority no less
than twenty-four hours prior to such meeting.
T WHEREOF, I have hereunto set my hand and affixed the seal of
IN WI E
said Authority this o Cr- day of August, 2007.
~ENEW_gC
U Auth i lerk
EXHIBIT I
(Attach Notice of Meeting)
AVON URBAN RENEWAL AUTHORITY
TUESDAY, AUGUST 28, 2007
AVON MUNICIPAL BUILDING, 400 BENCHMARK ROAD
AUTHORITY AGENDA
MEETING BEGINS AT 4 PM
1. CONVENE MEETING
2. APPROVAL OF AGENDA
3. NEW BUSINESS
a. Avon Urban Renewal Authority Overview & Board Orientation (Anne Ricker, Leland
Consulting) Review of Authority powers and functions, responsibilities of commissioners and
other general issues
b. Depfa Bank Term Letter and Presentation of Proposed Timetable & Terms for issuing
Tax Increment Revenues Bonds (David Bell, Stifel Nicolaus) Review details of Tax increment
financing
4. RESOLUTIONS
a. Resolution No. 07-01, Series of 2007, A Resolution to approve the Bylaws of the Avon
Urban Renewal Authority (Scott Wright, Asst. Town Manager Finance, Randy Funk, Sherman
& Howard) Attached are the proposed bylaws of the Avon Renewal Authority which set forth
terms and requirements to effectuate certain provisions of Colorado State Statutes and Urban
Renewal Law
b. Resolution No. 07-02, Series of 2007, A Resolution to appoint certain officers and
agents of the authority, A Resolution appointing Sherman & Howard L.L.C. as
General Counsel to the Authority and appointing Stan Bernstein and Associates,
Inc. as financial consultant to the Authority (Scott Wright, Asst. Town Manager Finance,
Randy Funk, Sherman & Howard) The respective engagement letters from each firm set
forth the scope of their engagement, hourly rates and other matters
c. Resolution No. 07-03, Series of 2007, A Resolution to approve a Cooperation
Agreement between the Town of Avon, Colorado and the Avon Urban Renewal Authority.
(Scott Wright, Asst. Town Manager Finance, Randy Funk, Sherman & Howard) The cooperation
agreement between the Avon Urban Renewal Authority and the Town of Avon sets forth several
key financial and operating policies regarding the two entities
Resolution No. 07-04, Series of 2007, A Resolution to designate a public place within the
boundaries of the Authority where notices of meetings of the Authority's Board of
Commissioners shall be posted (Scott Wright, Asst. Town Manager Finance, Randy Funk,
Sherman & Howard) This resolution designates the public places whereby meeting notices will be
posted during 2007; adopted annually at the first regularly scheduled Authority meeting of each
calendar year
5. ADJOURNMENT AT 5:15 PM
Avon Council Meeting. 07.08.28
Page 2 of 4
I.
To: Board Chairman and Commissioners
Thru: Larry Brooks, Executive Director
From: Scott Wright, Treasurek:
Date: August 23, 2007
Re: AURA Resolution No. 07-03
Summary
The attached Cooperation Agreement between the Avon Urban Renewal Authority
(Authority) and the Town of Avon (Town) sets forth several key financial and operating
policies regarding the two entities including advances of funds to the Authority by the Town
and repayments by the Authority, and use of Town staff by the Authority.
Previous Council Action:
Town Council has previously taken action to create the Authority and will act in the capacity
as Authority commissioners during Authority meetings. It is contemplated that the Town will
also pass a resolution approving the Cooperation Agreement during its meeting subsequent to
the Avon Town Council meeting on August 28`"Financial Implications:
The agreement provides for the Town to be able to advance to the Authority up to $1 million
through December 31, 2008, subject to annual appropriation, for purposes of implementing its
urban renewal plans. The Authority is obligated to repay these advances from any legally
available revenues upon request from the Town. No interest shall accrued on any such
advances.
Recommendation:
Staff recommends that the Board approve Resolution No. 07-03, a resolution approving a
cooperation agreement between the Town of Avon, Colorado and the Avon Urban Renewal
Authority.
Page 1
Executive Director Comments:
Attachments:
A-AURA Resolution No. 07-03
B - Exhibit A - Cooperation Agreement
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