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TC Res. No. 2007-32 APPROVE A COOPERATION AGREEMENT BETWEEN THETOWN OF AVON, COLORADO RESOLUTION NO.07-32 ' SERIES OF 2007 A RESOLUTION TO APPROVE A COOPERATION AGREEMENT BETWEEN THE TOWN OF AVON, COLORADO AND THE AVON URBAN RENEWAL AUTHORITY WHEREAS, the Town of Avon, Colorado (the "Town"), is a municipal corporation duly organized and existing as a home-rule municipality under Article XX of the State Constitution (the "Constitution") and laws of the State of Colorado; and WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified; and WHEREAS, pursuant to Section 16.2 of the Town of Avon Home Rule Charter, the Council, by two-thirds vote of the entire Council, may enter into contracts or agreements with other governmental units of every kind and character; and WHEREAS, pursuant to Section 31-25-112(l)(d), Colorado Revised Statutes ("C.R.S."), the Town may enter into agreements with the Avon Urban Renewal Authority (the "Authority") .respecting action, to be taken pursuant to any of the powers set forth in the Urban Renewal Law, constituting Part 1 of Article 25 of Title 51, C.R.S.; and WHEREAS, a Cooperation Agreement, dated as of August 28, 2007, between the Town and the Authority (the "Cooperation Agreement") is on file with the Town Clerk, a copy of which is attached hereto as Exhibit A; and WHEREAS, it is in the best interest of the Town and its citizens that the Authority and the Town cooperate to accomplish the urban renewal objectives,of the Authority and the Town. NOW1 THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF AVON, COLORADO: Section 1. Approval and Authorization of the -Cooperation Agreement. The form of the Cooperation Agreement is hereby approved.. The Town shall enter into and perform its, obligations under the Cooperation Agreement, in the form of such document as is on file with the Town Clerk, 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 this resolution. The Mayor of the Town is hereby authorized'and directed to execute the Cooperation Agreement on behalf of the Town, and the Town Clerk is hereby authorized and directed to attest to. the Cooperation Agreement. The execution of the Cooperation Agreement by the Mayor and the Town Clerk shall be conclusive evidence _ of the approval by the Town Council of the Cooperation Agreement in accordance with the terms hereof and thereof. Section 2.. Ratification. ` All actions (not inconsistent. with the .provisions, of this resolution) heretofore taken by the Town Council or the officers, employees or agents of the Town directed toward the execution and delivery of the Cooperation Agreement are hereby ratified, approved and confirmed. Section 3. Repealer. All. prior resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 4. Effective Date. This resolution shall. take effect immediately upon its passage. - ADOPTED this 28th day of August, 2007. TOWN OF VON, COLORADO / 9L r, Ronald C. Wolfe, ayor .A S TE a lb ) C tty Mc enny Town erk 2 Exhibit A Cooperation Agreement AVON 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 Authori ty, 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. AVON AN RENEWA LJTHORITY A.0 • 9 01 • Ronald C.. Wolfe, Chairm ATTEST: CERTIFIED BY: Kenny; u ority Clerk 2 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 I 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 urbanrenewal project. 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. 2 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 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. 4.0 5.0 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. PAYMENTS AND SUBORDINATION 4.1. Payments. 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. 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. 5.3. Separate Entities. Nothing mthis 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 4 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 of 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 parry 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 Agreenient. 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. 5 5.9. Termination. This Agreement may not be terminated by either parry 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. '~ALi r TOWN A N, COLO B CRonald Wolfe, Mayor 0y Pa 1VIcKenn ; To Clerk 6 ATTEST: . SEAL 12 AT TEST: By: lzdf,_ -4~~ Larrybole , ry CERTIFIED BY: 3tyatft cKe y, u Irity Clerk BUS RE\1383063.1 AVON RENEWAL By N Ronald Wolfe, Chai 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 i/ Amy Phillips Tamra Nottingham Underwood V 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. IN WITNESS WHEREOF, 'I have hereunto set my.hand and affixed the seal of said Authority this QT~ day of August, 2007. Auth erk 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 d. 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 Town of Avon TI To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager From: Scott Wright, Asst. Town Manager - Finance Director Date: August 22,'2007 Re:. Resolution No. 07-32 - Cooperation Agreement with Avon Urban Renewal Authority Sumenarv: The attached Cooperation Agreement between the Town of Avon (Town) and the Avon Urban Renewal Authority (Authority) 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. Freviom 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 Authority will pass. a resolution approving the Cooperation Agreement during its meeting prior to the Avon Town Council meeting on August 286'. 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 Council approve Resolution No. 07-32, a resolution approving a cooperation agreement between the Town of Avon, Colorado and the Avon Urban Renewal Authority. Page 1 Town Manager Comment 1 Attachments: A - Resolution No. 07-32 B - Exhibit A - Cooperation Agreement 0 Page 2 a