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HomeMy WebLinkAboutC01-298 Partnership for Education IGAC-) I C) INTERGOVERNMENTAL AGREEMENT CREATING THE PARTNERSHIP FOR EDUCATION 1. PARTIES. The parties to this Intergovernmental Agreement are the EAGLE COUNTY SCHOOL DISTRICT RE -50J, a public school district of the State of Colorado ( "District "), and the COUNTY OF EAGLE, COLORADO, by and through its Board of Commissioners, a body politic and corporate ( "County"). 2. RECITALS AND PURPOSES. The District is a Colorado school district organized and existing pursuant to law and, pursuant to Section 22 -32 -101, CRS, is expressly authorized to enter into agreements and to hold property for any purpose authorized by law. The County is a Colorado county organized and existing pursuant to law and, pursuant to Section 30 -11 -101, CRS is also expressly authorized to enter into agreements and to hold property for the use of the County. Because both parties are political subdivisions of the State of Colorado, they are authorized by Section 29 -1 -203, CRS, to enter into agreements with each other for the purposes of cooperation in the provision of any function, service or facility lawfully authorized to each of the parties and may establish separate governmental entities to accomplish such purposes. By that certain Amendment No. 1 to the Miller Ranch — Berry Creek Intergovernmental Agreement, the parties agreed to enter into a long -term ground lease for a 16 -acre site known as Parcel A with the Colorado Mountain College (CMC), which is a public junior college district organized and existing under Section 23 -71 -101 and following, CRS, and its full legal name is Colorado Mountain Junior College District. Subsequent to the execution of this Agreement, each party will convey eight acres more or less to the Partnership. The primary purpose of this Agreement is to create the Partnership which will be the Lessor under that certain Ground Lease between the Partnership, as Lessor, and CMC, as Lessee. This partnership has been formed to provide an outstanding post - secondary education facility for the people of Eagle County and presents an opportunity for a new 21" Century, CMC academic program and campus. Therefore, in consideration of the mutual recitals, covenants and obligations expressed in this Agreement, the parties agree as follows. 3. CREATION OF AUTHORITY. There is hereby established a separate legal entity under the authority of Section 29 -1 -201, CRS, to be known as the Partnership for Education. The Partnership is an independent governmental entity, separate and distinct from both parties. 4. GOVERNING BOARD. The Partnership shall be administered and governed by a five - member board of directors (Board). 4.1 The parties shall each appoint two members to the Board. The fifth member shall be appointed initially by the County to serve for one three -year term following which the District shall appoint the fifth member to serve for one three -year term; and, thereafter, the parties shall alternate in appointing the fifth member who shall serve for one three - year term. All members of the Board shall be elected public officials. 4.2 Each member shall serve a term of three years or until such time as that member's qualified successor is duly appointed by the respective party. Except as otherwise provided in paragraph 4.1, a member is eligible to serve two consecutive terms. C C 4.3 The members shall serve without compensation; provided, however, the Partnership may reimburse such members for reasonable and necessary expenses incurred in the performance of their official duties. 4.4 Any member may be removed by the party that appointed that member, with or without cause. 5. QUORUM; VOTING; BYLAWS. A quorum of four shall be required for the conduct of all official business of the Partnership. Each member shall have one vote and the affirmative vote of the majority of the Board members present shall be required for the Board to take any official action. The Board shall adopt such Bylaws, as it may deem necessary to conduct its meetings and affairs and to provide for regular and special meetings of the Board. 6. OFFICERS. The Board shall elect from among its members a Chairperson, a Secretary, and a Treasurer. The officers shall be elected annually and officers shall hold office until their successors are chosen, unless they vacate their office, in which case the Board shall appointment a replacement officer to serve until the next election. Any officer may be removed by the Board, with or without cause, whenever it in its judgment the best interests of the Partnership will be served thereby. The officers shall perform the duties normal for their offices, including but not limited to the following: 6.1 The Chairperson shall sign contracts and other instruments on behalf of the Partnership when authorized by the Board, and shall perform such other duties as may be imposed or delegated by the Board. 6.2 The Secretary shall attest to contracts and instruments signed by the Chairperson on behalf of the Partnership and perform such other duties as may be imposed or delegated by the Board. 6.3 The Treasurer shall keep strict and accurate permanent accounts of all money received by, and disbursed for, and on behalf of, the Partnership, and perform such other duties as may be imposed or delegated by the Board. 7. MEETINGS. The Partnership shall conduct regular meetings at least quarterly, unless otherwise scheduled due to conflicts or other circumstances. 7.1 Special meetings may be called by the Chairman upon the request of any member. Such meetings will be called on at least 48 hours notice to all members. 7.2 Robert's Rules of Order shall be utilized as a guideline for matters coming before the Board; provided, however, that no action, formal or informal, shall be set aside due to any irregularity or noncompliance with Robert's Rules of Order. The Chairperson shall make all rulings with respect to procedural issues, and shall have a vote on each issue coming before the Board. 7.3 Actions of the Board necessary for the governing and management of the affairs of the Partnership, or for the execution of the powers vested in the Partnership, shall be taken \\ECSDSERV,DOHOMEIDO GROUPSONANCELLEASESVGA - REAL ESTATE AUTHORITY.DOC 2 10122101 1:15 PM - RNL C � by the passage of motions, resolutions, or orders, as may be appropriate. All such formal action shall require the majority vote of the quorum present. 8. PARTNERSHIP POWERS. The Partnership, in its own name, shall exercise herein the following enumerated powers and all incidental, implied, expressed or necessary powers which may be necessary for the express purposes of this Agreement: 8.1 To acquire, receive by donation or purchase, hold, manage, maintain, operate, control, utilize, lease (as lessor or lessee), rent, convey, devise, transfer, sell, or otherwise dispose of any real or personal property. 8.2 To make and enter into contracts, including those with the parties hereto. 8.3 To employ and discharge employees, agents, consultants, and independent contractors. 8.4 To acquire, manage, maintain, or operate any buildings, works, improvements, or other facilities. 8.5 To receive contributions, gifts, bequests, or other grants of cash, equipment or services from the Parties or other entities, individuals, or federal or state governmental organizations, entities or political subdivisions. 8.6 To collect, receive, retain, hold, disperse, deposit, and invest money. 8.7 To sue and be sued in its own name. 8.8 To issue or reissue bonds, notes or other obligations payable from the revenues derived or to be derived from the function, service, facilities, assets, or property of the Partnership, or from any other available funds of the Partnership. The terms, conditions, and details of such bonds, notes and obligations, and the procedures related thereto, and refunding thereof, shall be set forth in the resolution authorizing said bonds, notes or other obligations, and shall, as nearly as may be practical, be substantially the same as those provided in Section 29 -3 -106, CRS. 8.9 To exercise any other powers which are essential to the provision of functions, services, or facilities by the Partnership and which are specified in this Agreement. 8.10 To invest any unexpended funds that are not required for immediate operation of the Partnership in accordance with the applicable laws of the State of Colorado. 8.11 To have and use a corporate seal. 8.12 To carry out and enforce all provisions of this Agreement. 8.13 To obtain and maintain insurance regarding its operations and assets, including the omissions and errors of its Board. RECSDSERV00HOMEIDO GROUPSXFINANCE%LEASESVGA PARTNERSHIP AUTHORITY 'Doc 3 101241014:41 PM- RNL . � q 8.14 To enter into lease - purchase agreements which may include an option to purchase, transfer, and acquire title to such property and the improvements thereon, if any, within a period not exceeding the useful life of such property and improvements. The obligation under such leases may only be from year to year and shall not constitute a mandatory financial obligation or charge in any ensuing budget year. 9. NO POWER TO TAX. The Partnership shall not have the power to assess any sales tax or to levy any property tax upon any real or personal property. 10. DEPOSITS. All funds of the Partnership shall be deposited, from time to time, to the credit of the Partnership in such bank or banks as the Board may select. 11. INDEMNIFICATION. To the fullest extent provided by law, each member of the Board shall be indemnified and held harmless by the Partnership for acts and omissions occurring during the performance, and within the scope, of such member's duties and which were taken in good faith. The term "performance of duty" shall not include any act or omission constituting deliberate and intentional tortuous or criminal conduct or malfeasance in office, or willful or wanton neglect of duty. 12. FINANCIAL CONTRIBUTIONS. From time to time, and at their respective sole discretion, either party may make cash contributions, grants, or advances to the Partnership to assist it in the performance of its duties. Any such financial contributions shall be specifically accounted for by the Partnership and a permanent record of such contributions by the respective party shall be maintained for purposes of dissolution as set forth herein. Nothing in this Agreement shall be deemed to be a commitment by either party to make any specific financial contribution, grant, or advance to the Partnership and therefore shall not be deemed to be a financial obligation under the provisions of Article X, Section 20, of the Constitution of the State of Colorado. 13. OWNERSHIP OF PROPERTY. The Partnership shall hold and dispose of all right, title, and interest in any and all real and property transferred to the Partnership by the parties in accordance with the provisions of this Agreement. The Partnership shall maintain an asset inventory schedule for any and all property, real or personal, which is transferred to the Partnership from each party that remains under the ownership of the Partnership, as well as any and all property acquired by the Partnership. 14. GOVERNMENTAL ENTITY. Pursuant to Section 29 -1- 203(5), CRS, the Partnership shall be a separate legal entity from the parties to this Agreement. It shall have the duties, privileges, immunities, rights, liabilities, and disabilities of a public body politic and corporate except as limited by this Agreement. 15. TERMINATION. This Agreement shall be perpetual and in effect until terminated by the Parties as provided herein. This Agreement may be terminated by either party upon 12 months' written notice to the other party of that party's intent to terminate this Agreement at the date specified in the notice; provided however, that this Agreement shall not be terminated \\EMSERV00HOME\30 GROUPSXFINANCEILEASESVGA- REAL ESTATE AUTHORITYMOC 4 1=2/011:15 PM -RNL during the term of any lease agreement with any governmental agency, instrumentality, or political subdivision and which encumbers the 16 -acre site described in paragraph 2 above. 16. DISSOLUTION. In the event of termination under this Agreement, the parties shall commence efforts to dissolve the Partnership immediately and in good faith. Within 60 days of the date of the written termination notice, the Board shall submit to the parties a written plan for dissolution and distribution of assets. Such plan of dissolution shall be deemed to be accepted by the parties if no written objection thereto has been received by the Partnership within 30 days of receipt of the plan. In the event of objection, the Partnership's Board shall, if feasible, amend the plan to address such objection or objections. Termination of this Agreement and dissolution of the Partnership, including the distribution of the assets of the Partnership, shall be subject to the following terms and conditions: 16.1 In the event that real property held by the Partnership is then subject to any lease agreement, no dissolution shall occur until the expiration of the term of such lease or until such lease agreement is itself terminated by the Partnership pursuant to such lease agreement's terms and conditions. 16.2 All real property assets transferred by a party to the Partnership, and which was held in the name of the Partnership, shall be reconveyed to the transferring party. 16.3 If non -real property assets transferred by a party to the Partnership have been disposed of by the Partnership, the transferring party shall have the option of receiving the fair market value of the asset at the time of disposal by the Partnership in either cash (if available) or other assets of the Partnership. 16.4 All non -real property assets acquired by the Partnership which were not transferred to the Partnership by a party shall be distributed to the parties on the basis of the appraised value of said assets at the time of termination and in the same proportion of the respective contributions of funds made by the parties for the acquisition of the asset. 16.5 The parties may agree to dispose of the assets of the Partnership in any other manner acceptable to both parties and set forth in the plan of dissolution. 17. NOTICES. Any notices required hereunder shall be in writing and shall be sufficient if deposited in the U.S. Mail, certified, postage pre -paid, and addressed to: To the District: Superintendent Eagle County School District RE -50J P.O. Box 740 Eagle, Colorado 81631 To the County: County Administrator County of Eagle, Colorado P.O. Box 850 Eagle, Colorado 81631 -0850 XNECSDSERV100HOME0 0 GROUPSTINANCEUXASESUGA- REAL ESTATE AUTHORITY.DOC 5 101221011:15 PM -RNL i ! • y a 18. CONSENT. Whenever any provision of this Agreement requires the consent or approval of the parties, the same shall not be unreasonably withheld. 19. AMENDMENT. This Agreement may be amended in furtherance of its purpose in writing, signed by the parties. 20. SEVERABILITY. In the event any provision of this Agreement is determined to be illegal or unenforceable for any reason, all other provisions of this Agreement shall remain in full force and effect unless and until otherwise determined. The illegality or unenforceability of any provision of this Agreement shall in no way affect the legality or enforceability of any other provision of the Agreement. 21. STANDING. Any person or entity that would have standing to legally challenge an action taken by the Board of either party shall be authorized by this section to challenge any action taken by the Board of the Partnership. 22. INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties. 23. INSURANCE. To the extent possible, each party will include the Partnership as an additional insured to its insurance policies. 24. DISPUTE RESOLUTION. If the parties fail to resolve any disputes regarding this Agreement, and a dispute still exists, the parties agree to submit such dispute to non - binding mediation. If the parties fail to reach a settlement of their dispute within 30 days after the earliest date upon which one of the parties has notified the other party of its desire to attempt to resolve the dispute, then the dispute shall be promptly submitted to non - binding mediation by a single mediator provided by the Judicial Arbiter Group (JAG) of Denver, Colorado, any successor to JAG, or any similar mediation provider who can furnish a former judge to conduct such mediation if JAG or a successor to JAG is no longer in existence. If, following such mediation process, the parties' dispute still exists, the parties shall have the right to pursue any other remedies provided under Colorado law. 25. SEAL. The Board shall adopt a corporate seal, which shall remain under the control of the Secretary. 26. GOVERNING LAW. This Agreement shall be governed by the laws of Colorado. 27. EFFECTIVE DATE. This Agreement shall become effective upon execution. The actual operation of the Partnership shall commence on October 24, 2001. 28. DATED. October 24, 2001. RECSOSERV\00H0ME\DO GROUPS\PINANCE\LEASES\IGA PARTNERSHIP AUTHORITYMOC 6 101241014:41 PM -RNL EAGLE CO-, `UNl T-YSCHOOL DIS President. Bo d of Education ATTEST Secretary 7 STATE OF COLORADO ) ) SS. COUNTY OF EAGLE ) RE -50J The foregoing instrument was acknowledged before e this y "day of r 2001, by 1i YY�Ot�111 N , as President, and by C , as Secretary, of the Board of Education of Eagle County School District RE -50J. Witness my hand and seal. My commission expires: �\��Pr1Y S ;My9 NOTAgy ':cn Not b q ofcoP COUNTY OF EAGLE .'Y MRM COMM MIS � N By , Chairman STATE OF COLORADO ) SS. COUNTY OF EAGLE ) The foregoin instrument was acknowledged before me this i isr day of 20 L' 2001, by �� �� per, G , as Chairman, andt'�12Y� �: FL tc�, as , of the County of Eagle, Colorado,, t t+n d J-- Ct, -- IJA-LtL014t4tC-, :1001:5�3 �'. L Y -L Witness my hand and seal. My commission expires: � 1 Z tov 2--. Notary Public 1XECSOSERV00HOMEW GROUPSWINANCEILEASESVGA- REAL ESTATE AUTHORITY.DOC 7 t01 MI 1:15PM -RNL