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HomeMy WebLinkAboutResolution 19, 2018CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 19 Series of 2018 TITLE: A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE AND THE LONGS PEAK METROPOLITAN DISTRICT FOR HOOK RAMP COST REIMBURSEMENT WHEREAS, pursuant to Charter Section 14.2 and C.R.S. § 29-1-203, the City of Wheat Ridge is authorized to enter into cooperative agreements with other governmental entities; and WHEREAS, the City and the Longs Peak Metropolitan District have negotiated an intergovernmental agreement for reimbursement of certain costs incurred in the construction of the hook ramp project at the intersection of Interstate 70 and 32nd Avenue within the City; and WHEREAS, in accordance with Section 14.2 of the City's Home Rule Charter, the City Council wishes to approve said intergovernmental agreement by resolution. NOW, THEREFORE, BE IT RESOLVED by the Wheat Ridge City Council, that: The Intergovernmental Agreement by and between the Longs Peak Metropolitan District and the City of Wheat Ridge attached to this Resolution and incorporated herein by reference, is hereby approved, and the Mayor and City Clerk are authorized and directed to execute the same. DONE AND RESOLVED this<2il!Jday of trn1J,eJv , 2018. Bud sd.l:fk ATTEST: this Agreement. Capitalized terms not defined herein shall have the meaning provided in the IGA. 2. REIMBURSEMENT. The District covenants to pay to the City any Contingency Reimbursement and Mediation Reimbursement (collectively, the "Reimbursement") as follows: a. Distribution Agreement. The District is a party to that certain Distribution Agreement for Reimbursement of Capital Advances and Purchase of Public Infrastructure by and between the District, Cabela's Wholesale, Inc., Evergreen-Clear Creek Crossing, L.L.C., and Coors Brewing Company dated December 16, 2016 (the "Distribution Agreement"). Paragraph 6 of the Distribution Agreement sets forth a mandatory order for the District's distribution of "district revenues" to reimburse certain capital advances and pay for public infrastructure identified as the "Additional Infrastructure". Paragraph 6(II) provides that the District may distribute "district revenues" to "cause the construction of the Additional Infrastructure, by financing the construction directly and/or paying to Evergreen the cost of any Additional Infrastructure constructed by Evergreen and acquired by the District... until the District has financed the cost of all Additional Infrastructure". The "Additional Infrastructure" is the Project and CCC Project. b. Payment from Bond Proceeds. The District currently anticipates the issuance of one or more series of bonds to finance the distributions set forth in Paragraphs 6(1) and 6(II) of the Distribution Agreement (the "Bonds"). The District covenants to include the Reimbursement in the approved uses for the Bonds subject to its ability to issue the Bonds with sufficient proceeds and reasonable terms therefor. If the Reimbursement is included in the approved uses for the Bonds, the District shall pay to the City all remaining proceeds up to the Reimbursement amount after the CCC Project has been financed and completed in its entirety. In no event shall the City be entitled to any Reimbursement payment from the Bonds until the District has completed and paid for the CCC Project "Additional Infrastructure" in its entirety. c. Payment from General Fund. If the District is unable to pay to the City the entire Reimbursement pursuant to Paragraph 2(b) of this Agreement, the District, in any year, and subject to the requirements of the Distribution Agreement, may appropriate and pay from its general fund some or all of the Reimbursement. d. Subject to Annual Appropriation. The District's obligation to. pay the {00334456 3} Reimbursement to the City is subject to the annual appropriation of funds by the District upon a determination by the District's Board of Directors that funds are available therefor and that such funds are not needed or pledged for other District obligations. Accordingly, the District's obligation to pay the Reimbursement to the City does not constitute a debt, indebtedness, or multiple fiscal year obligation of the District. 2 e. No Interest. The City agrees that the Reimbursement shall accrue interest at a rate of zero percent (0%) per annum and shall not be subject to any statutory interest or penalty of any kind whatsoever. 3. TERM. This Agreement shall become effective upon the creation of a Contingency Reimbursement or Mediation Reimbursement and sha11 continue in effect until the District has paid the Reimbursement in full. This Agreement may be terminated by the mutual agreement of the City and District, upon which all obligations herein shall be deemed satisfied. 4. ACCOUNTING FOR FUNDS. The City and District shall direct their accounting staff and consultants to account for and determine the amount of any Reimbursement obligation to be paid by the District. Any dispute over the amount of the Reimbursement shall be resolved in the same manner as a payment objection as set forth in Paragraph 4(D) of the IGA. 5. NOTICES. Any notices or other communications required or permitted by this Agreement or by law to be served on, given to or delivered to either party hereto, by the other party shall be in writing and shall be deemed duly served, given or delivered when personally delivered to the party to whom it is addressed or in lieu of such personal service, upon receipt in the United States mail, first-class postage prepaid, or by personal delivery service addressed as follows: to the City of Wheat Ridge: Patrick Goff, City Manager City of Wheat Ridge 7500 W. 29th Ave. Wheat Ridge, CO 80033 with a copy to Wheat Ridge City Attorney: Gerald Dahl, City Attorney Murray Dahl Kuechenmeister & Renaud, LLP 710 Kipling Street, Suite 300 Lakewood, CO 80215 to the Longs Peak Metropolitan District c/o: Kirn J. Seter, Esq. Seter & Vander Wall, P.C. 7400 E. Orchard Rd., Suite 3300 Greenwood Village, CO 80111 Either party, the District or the City, may change its address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. 6. ASSIGNMENT. This Agreement may be assigned only with the prior written consent of the non-assigning party. {00334456 3} 3