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HomeMy WebLinkAboutC16-238 Edwards Metropolitan District MOUMEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("Agreement") is executed this 1!!day of Jvu6 2016, by EDWARDS METROPOLITAN DISTRICT, a quasi- municipal corporation and political subdivision of the State of Colorado ("District") and the COUNTY OF EAGLE, a political subdivision of the State of Colorado ("County'') (District and County being singularly referred to as "Party" and jointly referred to as "Parties"). RECITALS WHERBAS, the District is organized and operated pursuant to the provisions of Article l, Title 32, C.R.S., to provide roads, drainage, traffic signalization, street improvements and transportation services within the jurisdictional boundaries of the District, which boundaries are located within Eagle County, Colorado; and WHEREAS, a metropolitan district with street improvement, safety protection, or transportation powers in its service plan may impose a sales tax for transportation projects with voter approval, which approval the District will request at its regular district election on May 3,2016; and, if the sales tax is approved, the District may join with Eagle County as a participant in regional transportation projects, C.R.S. $ 32-1-1106; and WHEREAS, the County is a statutory county and political subdivision of the State of Colorado operating pursuant to Title 30, C.R.S; and WHERBAS, the Board of County Commissioners has determined the need for street improvements within the jurisdictional boundaries of the District ("Regional Transportation Proj ect") ; and WHEREAS, the District has determined to participate with the County in such Regional Transportation Projects within its jurisdictional boundaries; and WHEREAS, there are available Colorado Department of Transportation ("CDOT") capital improvement funds to help achieve these Regional Transportation Projects, but such CDOT funds are only available if local funds can be supplied to pay for the balance of the cost required to plan, design, bid and construct such Regional Transportation Projects (the "local match"); and WHBREAS, the Parties desire to establish an agreement and understanding to share the local match and/or such other costs and expenses agreed to by the Parties to provide the Regional Transportation Projects; and C16-238 WHEREAS, establishment of this agreement and understanding will serve a public purpose and will promote the health, safety, security and general welfare of the inhabitants and visitors of the Parties and the State of Colorado. NOW THEREFORE, IN CONSIDERATION of the above recitals, the mutual commitments contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: AGREEMENT 1. District's Commitments. The District agrees to: (a) Submit the question of levying the sales tax for approval by a majority of the registered electors of the portion of the District in which the sales tax is to be levied at the regular district election on May 3, 2016; and (b) Provide in the ballot issue that the tax to be levied shall be in addition to any other taxes levied by the District; and (c) Provide that the net revenues of any sales or use tax levied may be used only to fund one or more of the following authorized Regional Transportation Projects : (i) Safety protection through traff,rc and safety controls and devices on streets and highways and at railroad crossings, C.R.S. $ 32-1-1004(2)(d), in areas of the District in which the tax is to be levied; (ii) Street improvement through the construction and installation of curbs, gutters, culverts, and other drainage facilities and sidewalks, bridges, parking facilities, paving, lighting, grading, landscaping, and other street improvements, C.R.S. $ 32-l-1004(2)(f), in areas of the District in which the tax is to be levied; (d) Subject to Section 5 hereunder, appropriate and expend the net revenues of the sales tax collected to pay for half of the local match required to fund one or more of the authorized Regional Transportation Projects described above or such other amounts agreed to by the Parties if the County plans, designs, bids and constructs such Regional Transportation Projects and pays for half of the local match required to fund such Regional Transportation Projects or such other amounts as agreed to by the Parties. . 2.County Commitments. The County agrees to: (a) Seek CDOT approval and funding for one or more of the Regional Transportation Projects described above; and (b) Subject to Section 5 hereunder, appropriate and expend the funds necessary to pay for half of the local match required to fund one or more of the Regional Transportation Projects described above or such other amounts agreed to by the parties if the District authorizes and pays for half of the local match required to fund such Regional Transportation Projects, or such other amounts as agreed to by the parties, from the net revenue of the sales tax it has imposed or collected; and (c) Plan, design, bid and construct one or more of the Regional Transportation Projects described above or which is approved by both Parties. Periodic Operational Meetings. Representatives of the District and the County shall meet and confer from time-to-time to discuss and plan Regional Transportation Projects. Once a Regional Transportation Project is approved and funded by both Parties, mutually acceptable arrangements shall be made for prompt payment of any and all progress payments that are approved by the County and its project engineer. Bidding Procedures. The County shall follow all applicable bidding and bonding procedures for any Regional Transportation Project in which District funds are appropriated and expended for payment of construction costs. Annual Appropriations and Discretionary Budget Authority. The Parties understand and agree that Section 20 of Article X of the Colorado Constitution contains certain restrictions on multiple fiscal year financial obligations. Therefore, the financial obligations of the Parties under the provisions of this Agreement are expressly contingent upon such funds being appropriated, budgeted, reserved and otherwise made available each year on an annual basis. In the event either Party fails to appropriate, budget or otherwise make such funds available in any year to fulfiIIthe obligations under this Agreement, the other Party may terminate this Agreement in accordance with the provisions of Section 6 below. Notwithstanding anything to the contrary contained in this Agreement, the County shall have no obligations under this Agreement nor shall any payment be made in respect of any period after December 3 I st of each calendar year during the Term, without prior appropriation therefore by the 3. 4. 5. 6. County in accordance with a budget adopted by the Eagle County Board of County Commissioners in compliance with applicable provisions of law. The Parties further understand and agree that nothing herein shall limit or otherwise constrain the discretionary budget and appropriation authority of the Parties to adopt an annual budget pursuant to C.R.S $29-1-l0l et seq. Nothing herein shall commit or otherwise bind either Party to payment liability until such time and unless appropriations have been previously made to cover expenses associated with any Regional Transportation Project in accordance with C.R.S. $30-25-103. Term and Termination. The term of this Agreement shall be through the end of the year in which it is entered, and this Agreement shall be automatically renewed for additional one (l) year terms in perpetuity; provided, however, that in the event either Party fails to make an annual appropriation of funds necessary for it to perform its commitments hereunder, such Party may terminate this Agreement upon prompt notice to the other Party with such termination to be effective as of the last day of the then-current year. Additionally, either Party may terminate this Agreement upon thirty (30) days written notice to the other Party for any reason or no reason. Notices. Any formal notice, demand or request pursuant to this Agreement shall be in writing and shall be deemed properly served, given or made, if delivered in person or sent by certified mail postage prepaid to the Parties at the addresses listed by the signatures below or as otherwise modified pursuant to this Section. Amendments. This Agreement may be amended only by written document signed by the Parties. Severability. In the event that any of the commitments or conditions of this Agreement or their application shall be held invalid as to any person, entity or circumstance by any court having competent jurisdiction, the remainder of this Agreement and the application in effect of its terms, covenants or conditions to such persons, entities or circumstances shall not be effected thereby. Entire Agreement. This Agreement embodies the complete agreement between the Parties regarding the subject matter herein and supersedes all prior agreements and understandings, if any. Section Headings. The section headings in this Agreement are inserted for convenience and are not intended to indicate completely or accurately the 7. 8. 9. 10. ll. contents of the Sections they introduce, and shall have no bearing on the construction of the Sections they introduce. 12. No Third Party Beneficiaries. The Parties to this Agreement do not intend to benefit any person not a party to this Agreement. 13. Duly Authorized Signatories. By execution of this Agreement, the undersigned each individually represent that he or she is duly authoizedto execute and deliver this Agreement. EXECUTED as of the date first written above. EDWARDS METROPOLITAN DISTRICT By ful:''t,alez,- ltt Et-")q Address:c/o Marchetti & Weaver. LLC 28 Second Street. Suite 213 Edwards. CO 81632 COLINTY OF EAGLE By Jeanne McQueeney, Chair, Board of County Commissioners Address: Attest: Teak Simonton, County Clerk contents of the Sections they introduce, and shall have no bearing on the construction of the Sections they introduce. 12. No Third Party Beneficiaries. The Parties to this Agreement do not intend to benefit any person not a party to this Agreement. 13. Duly Authorized Signatories. By execution of this Agreement, the undersigned each individually represent that he or she is duly authorized to execute and deliver this Agreement. EXECUTED as of the date first written above. EDWARDS METROPOLITAN DISTRICT By Beth Reilly, Chairman Address: c/o Marchetti & Weaver. LLC 28 Second Street, Suite 213 Edwards. CO 81632 Kara Heide, Secretary COUNTY OF EAGLE By hair. Board of Address: Attest: McQueeney, Attest: 500 Broadway Eagle, CO 81631