HomeMy Public PortalAboutTBP 1997-09-03
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TOWN OF FRASER
r'Icebox of the Nation"
1 P.O. Box 120/153 Fraser Avenue
Fraser. Colorado 80442
(970) 726-5491
FAX Line: (970) 726-5518
TOWN BOARD AGENDA
REGULAR MEETING
SEPTEMBER 3, .997,7:30 p.m.
1. iRoll call .
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2. IApproval of 8/20/97 minutes
3. IOpen Forum
4. 1996 audit, Joe Adducci and Tim Day (45 minutes)
4, Chamber of Commerce update, Catherine Ross (10 minutes)
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5. iAction Items (45 minutes)
a) Resolution 9-1-97, a resolution extending the conditional approval of the
Maryvale Residential Metropolitan District until April 15, 1998.
b) Resolution 9-2-97, a resolution extending the conditional approval of the
Maryvale Commercial Metropolitan District until April 15, 1998.
c) Resolution 9-3-97, a resolution declaring Fraser's support of Ballot Issue
# 1 0, the Colorado Transportation Needs Act.
d) St. Bernard's Church, subdivision exemption plat approval
6. Discussion Items
a) Approving the Articles of Incorporation and Bylaws, and naming a Board
of Directors for the Fraser Walk Through-History Park Foundation
7. ~taff Choice (15 minutes)
a) Sanitation District meeting
-b) Maryvale update ~i I
I c) Other < ~..R."
! 8 . .roard Member's Choice (no limil)
Upcoming Meejtings
September 12th: Fraser River Trail Dedication, 1 :30 at the Visitors' Center
September 17th: Town Board Regular Meeting
September 24t4: Planning Commission Regular Meeting
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~~&. P.O. Box 120/153 Fraser Avenue \>>-c-l+. .
~r~l Fraser, Colorado 80442 &f-
(970) 726-5491
FAX Line: (970) 726-5518 -
MANAGER'S BRIEFING, AUGUST 29, 1997
The 1996 Audit is enclosed in the packet and the auditor, Joe Adducci (along with Tim Day),
will be present to go over the audit with the Board. As you review the audit, keep in mind that it
is differ~nt than the budget: if you compare the two, you are comparing bananas and grapes. A
budget is a plan regarding the Town's finances, the audit is an actual accounting of the Town's
financing. After Wednesday night, all this should be crystal clear. . .
Catherine Ross will be present to tell us all about Chamber events.
We have tour action items to consider: the first two extend, for the third and final time, the
conditional approval of Maryvale's two proposed metro districts until April 15, 1998. The date
was chosen as this is the last regularly scheduled Board meeting prior to required certification
with the County Clerk. This is the final extension because that's what Judge Doucette said.
There still appears to be no down side for the Town with this extension so staff recommends
approval. Then we have a resolution stating Fraser's support for ballot issue #10, the Colorado
Transportation Needs Act which would increase certain taxes and fees and earmark the new
funds for transportation projects throughout t~e state, including a local shareback amount.
Finally (maybe, but probably not) St. Bernard's subdivision exemption plat is again on the
agenda. We're still waiting for the partial release from Regis and an agreed-to access easement.
Enclosed are the Articles of Incorporation and Bylaws for the proposed Fraser Walk- Through
History Park Foundation 501-C-3 corporation. The articles and bylaws have been reviewed and
amended by the proposed Board and are being forwarded to you for your concurrence and
approval. In order to enact the 501-C-3, the Board simply needs to move that the articles and
bylaws be submitted to the Internal Revenue Service for approval and appoint the Board of
Directors. At this time, we recommend that the Board appoint Mike Grey, Virginia Coblentz,
Kit Klancke, and Robin Wirsing to the Board of Directors. Hopefully, we'll be back in a few
weeks with additional appointments. You could take this action Wednesday night or, if you
would prefer, you could act on this item on September 17th.
During staff choice, I'd like to see if the Board (or a majority of the Board) is available to meet
with the Fraser Sanitation District to discuss "items of mutual concern" on Tuesday, October 7th
at 7:30. I'd also like to talk about Maryvale: I'm feeling nervous about the level of activity and
how prepared the Town is to deal with the pending submittals and plans. I'm not sure there is
anything to do about these feelings, but I want you to know I'm having them. . . C U Wednesday!
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TOWN OF FRASER
RESOLUTION
A RESOLUTION AMENDING TOWN OF FRASER RESOLUTIONS 8-1-96 AND 2-3-97,
CONCERNING CONDITIONAL APPROVAL OF THE SERVICE PLAN OF THE PROPOSED
MAR YV ALE RESIDENTIAL METROPOLlT AN DISTRICT.
WHEREAS, on August 28, 1996, the Board of Trustees adopted Resolution 8-1-
96, a resolution which conditionally approved the Service Plan of the proposed Maryvale
Residential Metropolitan District; and
WHEREAS, said Resolution was subsequently amended by Resolution No. 2-3-
97 adopted by.he Board of Trustees on February 19, 1997; and
IWHEREAS, Section 6 of said Resolution 8-1-96, as amended by Resolution 2-3-
97, provided, among other things, that the Town would conduct further review of the Service
Plan in conj un4tion with the review of the Proponents proposed annexation of additional lands to
the Town and its proposed amendment to the Planned Development District Plan for the
Maryvale Project, and that final action on the Service Plan was to occur by September 5, 1997;
and
WHEREAS, the Town has not been provided with the infonnation necessary to
complete such further review of the Service Plan; and in particular, the Proponent has not yet
submitted specific information and documentation relating to its proposed annexation of
additionalland~ and its proposed amendment to the Planned District Development Plan; and
WHEREAS, the Proponent, Maryvale, L.L.C., has requested that said Resolutions
be amended, to further extend the time allowed for completion of such review and final action
on the Service Plan, and that a similar amendment be made in the Stipulation entered into by the
parties with respect to the organizational proceedings relating to the fonnation of the proposed
District.
NOW THEREFORE, BE IT RESOL YED BY THE BOARD OF TRUSTEES OF THE TOWN
OF FRASER, qOLORADO:
l. That, subject to the condition specified in Paragraph 3 below, Section 6 of Town of
Fraser Resolution 8-1-96, as previously amended by Resolution 2-3-97, shall be hereby
amended to read as follows:
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Section 6. That the Service Plan of the proposed Maryvale Residential
Metropolitan District is hereby conditionally approved subject to the following
conditions, which conditions are hereby agreed to by the Board of Trustees and the
Proponent:
(a) The Town will conduct further review of the Service Plan in
conjunction with the Towns review of the Proponents proposed annexation of
,additional lands to the Town and its proposed amendment to the Planned
Development District Plan for the Maryvale project, which process may include
further public hearings concerning the Service Plan.
(b) In connection with such review, the Town may require the Proponent
to submit additional infonnation relating to the Service Plan or to modifY the
temlS of the Service Plan. For example, and not by way of limitation, the Town
may require the Proponent to modifY the Service Plan to limit or restrict the types
of services the District may provide in its service area, to require Town approval
for certain actions by the District, and to require the District to comply with all
provisions of the Planned Development District Plan for the Maryvale project, as
the same may be amended from time to time.
(c) Upon completion of such further review, the Board of Trustees shall
take final action on the Service Plan by resolution, either granting final approval
of such Plan or disapproving the same. It is agreed that such final action taken by
the Board shall be in its sole and absolute discretion, and shall be tinal and
conclusive with respect to the proposed organization of the District. The
Proponent expressly waives any right to judicial review pursuant to Section 31-1-
206, Colorado Revised Statutes, as amended, in the event the Board does not
grant final approval of the Service Plan.
(d) The Proponent shall not obtain an order of the Grand County District
Court providing tor the establishment of the proposed District, unless and until
the Board of Trustees has adopted a further resolution granting final approval of
the Service Plan, as provided in Subsection 6( c) above, and a certified copy of
such resolution is filed with the Court. If no such resolution granting final
approval is adopted and filed on or before April 15, 1998, or if the Board of
Trustees takes final action disapproving such Service Plan and a certified copy of
the resolution of disapproval is filed with the Court, then the proceedings for
organization of the proposed District shall be dismissed.
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(e) The Board of Trustees and the Proponent shall enter into anamended
stipulation to be filed with the Grand County District Court, which shall request
the Court to amend its prior Order Concerning Organizational Procedure to
modify the deadline for the Boards final action on the Service Plan, as provided
herein. If, for any reason, the Court rejects such amendment or if it is not
approved by the Court on or before September 5, 1997, then the Boards
conditional approval of the Service Plan shall be deemed withdrawn and the
Proponent shall cause the organizational proceedings to be dismissed.
2. That alii other terms and provisions of Resolution 8-1-96 shall remain unchanged and
shall cohtinue in full force and effect.
3. That the amendment to Resolution 8-1-96 provided in Paragraph I above is approved by
the Board of Trustees subject to the condition that the Proponent, Maryvale, L.L.C.,
approve and accept the terms of this Resolution by signing the original or a copy hereof
notlatet than September 4, 1997. If not accepted and signed by the Proponent by that
date, this Resolutionshall be automatically rescinded.
4. By its acceptance of this Resolution, the undersigned, Maryvale, L.L.C., agrees to
reimburse the Town of Fraser for all costs and expenses associated with extending the
time allowed for completion of such review and final action on the Service Plan,
includiil8 but not limited to reimbursement for the fees of the Town Attorney, at the rate
of $120[00 per hour, and the time spent by the Town Manager and other Town staff, at
the ratejof$35.00 per hour. Such reimbursement shall be paid within 10 days after
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written notice is given by the Town of the amount due.
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PASSED, ADdPTED AND APPROVED BY THE BOARD OF TRUSTEES OF THE TOWN
OF FRASER, qOLORADO, THIS _ day of , 1997.
BOARD OF TRUSTEES OF THE
TOWN OF FRASER, COLORADO
BY:
Jeff Johnston, Mayor
A TIEST:
(S E A L) Virginia Winter, Town Clerk
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APPROVED AND ACCEPTED BY THE PROPONENT:
MAR YV ALE, L.L.c.
BY:
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E. Rick Watrous, Manager
BY:
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Richard F. Nipert, Manager
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TOWN OF FRASER
RESOLUTION
A RESOLUTION AMENDING TOWN OF FRASER RESOLUTIONS 8-2-96 AND 2-4-97,
CONCERNING CONDITIONAL APPROVAL OF THE SERVICE PLAN OF THE PROPOSED
MARYV ALE COMMERCIAL METROPOLITAN DISTRICT.
WHEREAS, on August 28, 1996, the Board of Trustees adopted Resolution 8-2-
96, a resolutiqn which conditionally approved the Service Plan of the proposed Maryvale
Commercial *etropolitan District; and
l WHEREAS, said Resolution was subsequently amended by Resolution No. 2-4-
97 adopted bYlthe Board of Trustees on February 19, 1997; and
: WHEREAS, Section 6 of said Resolution 8-2-96, as amended by Resolution 2-4-
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97, provided, .mong other things, that the Town would conduct further review' of the Service
Plan in conj unction with the review of the Proponents proposed annexation of additional lands to
. the Town and iits proposed amendment to the Planned Development District Plan for the
Maryvale Project, and that final action on the Service Plan was to occur by September 5, 1997;
and
WHEREAS, the Town has not been provided with the information necessary to
complete suchfurther review of the Service Plan; and in particular, the Proponent has not yet
submitted spe4ific information and documentation relating to its proposed annexation of
additionallan1s and its proposed amendment to the Planned District Development Plan; and
WHEREAS, the Proponent, Maryvale, L.L.C., has requested that said Resolutions
be amended, t~ further extend the time allowed for completion of such review and final action
on the Service! Plan, and that a similar amendment be made in the Stipulation entered into by the
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parties with re~pect to the organizational proceedings relating to the formation of the proposed
District.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN
OF FRASER, COLORADO: ~;,"fJ~~"
1. That, subject to the condition specified in Paragraph 3 below, Section 6 of Town of
Fraser~esolution 8-2-96, as previously amended by Resolution 2-4-97, shall be hereby
amended to read as follows:
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Section 6. That the Service Plan of the proposed Maryvale Commercial
Metropolitan District is hereby conditionally approved subject to the following
conditions, which conditions are hereby agreed to by the Board of Trustees and the
Proponent:
(a) The Town will conduct further review of the Service Plan in
conjunction with the Towns review of the Proponents proposed annexation of
additional lands to the Town and its proposed amendment to the Planned
Development District Plan for the Maryvale project, which process may include
further public hearings concerning the Service Plan.
(b) In connection with such review, the Town may require the Proponent
to submit additional infornlation relating to the Service Plan or to modify the
terms of the Service Plan. For example, and not by way of limitation, the Town
may require the Proponent to modify the Service Plan to limit or restrict the types
of services the District may provide in its service area, to require Town approval
for certain actions by the District, and to require the District to comply with all
provisions of the Planned Development District Plan for the Maryvale project, as
the same may be amended from time to time.
(c) Upon completion of such further review, the Board of Trustees shall
take final action on the Service Plan by resolution, either granting final approval
· of such Plan or disapproving the same. It is agreed that such final action taken by
the Board shall be in its sole and absolute discretion, and shall be final and
conclusive with respect to the proposed organization of the District. The
Proponent expressly waives any right to judicial review pursuant to Section 31-1-
206, Colorado Revised Statutes, as amended, in the event the Board does not
grant final approval of the Service Plan.
(d) The Proponent shall not obtain an order of the Grand County District
Court providing tor the establishment of the proposed District, unless and. until
. the Board of Trustees has adopted a further resolution granting final approval of
the Service Plan, as provided in Subsection 6(c) above, and a certified copy of
such resolution is tiled with the Court. If no such resolution granting final
approval is adopted and filed on or before April 15, 1998, or if the Board of
Trustees takes final action disapproving such Service Plan and a certified copy of
the resolution of disapproval is filed with the Court, then the proceedings for
organization of the proposed District shall be dismissed.
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(e) The Board of Trustees and the Proponent shall enter into an amended
stipulation to be filed with the Grand County District Court, which shall request
the Court to amend its prior Order Concerning Organizational Procedure to
modify the deadline for the Boards final action on the Service Plan, as provided
herein. If, for anyreason, the Court rejects such amendment or if it is not
I approved by the COUli on or before September 5, 1997, then the Boards
I conditional approval of the Service Plan shall be deemed withdrawn and the
i Proponent shall cause the organizational proceedings to be dismissed.
2. That akother terms and provisions of Resoluticln 8-2-96 shall remain unchanged and
3. shall cintinue in full force lIIld effect. j .
That t~e amendment to Resolution 8-2-96 prov~ded in Paragraph 1 above is approved by
the Board of Trustees subject to the condition t&at the Proponent, Maryvale, L.L.C.,
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appro"1e and accept the terms of this Resolutio~ by signing the original or a copy hereof
not later than September 4, 1997. If not accept~d and signed by the Proponent by that
date, tbis Resolution shall be automatically res~inded.
4. By its ~cceptance of Ibis Resolution, the unders~gned, Maryvale, LL.C., agrees to
reimhurse the Town of F mser for all costs and rpenses associated with extending the
time allowed for completion of such review an final action on the Service Plan,
including but not limited to reimbursement for he fees of the Town Attorney,at the rate
of$120.00 per hour, and the time spent by the 10wn Manager and other Town staff, at
the rat~ of$35.00 per hour. Such reimburseme t shall be paid within 10 days after
writted notice is given by the Town of the amount due.
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PASSED, ADOPTED AND APPROVED BY THE BOf\RD OF TRUSTEES OF THE TOWN
OF FRASER, COLORADO, THIS _ day of a ' 1997.
B .ARD OF TRUSTEES OF THE
TqWN OF FRASER, COLORADO
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BY:
J~ff Johnston, Mayor
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A ~TEST:
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(SEAL) Vi~ginia Winter, Town Clerk
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APPROVED AND ACCEPTED BY TIlE PROPONENT:
MARYVALE, L.L.C.
BY:
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E. Rick Watrous, Manager
BY: M'__ ..______________.______.
Richard F. Nipert, Manager
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TOWN OF FRASER
RESOLUTION
A RESOLUTION DECLARING FRASER'S BOARD OF TRUSTEES SUPPORT OF BALLOT
ISSUE # 1 0, THE COLORADO TRANSPORT A TION NEEDS ACT.
WHEREAS, a statewide transportation system that adequately moves people and goods is
critical to Colorado's economic health and quality oflife; and
WHEREAS, the state, counties, and municipalities face a documented shortfall in transportation
funding of 13 billion dollars over the next twenty years; and
WHEREAS, a statewide ballot initiative to raise $2.5 billion over the next 13 years has been
proposed; and:
WHEREAS, Fraser would receive a direct share, estimated at a minimum of $9031 annually, of
these revenues based a "local shareback" formula;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN
OF FRASER, COLORADO, THAT THE TOWN OF FRASER SUPPORTS BALLOT ISSUE
#10, THE COLORADO TRANSPORTATION NEEDS ACT.
DUL Y MOVED, SECONDED, AND ADOPTED THIS _ DAY OF FEBRUARY, 1997.
TOWN OF FRASER
By:
Mayor
Attest:
Town Clerk
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ARTICI.ES OF INCORPORATION
OF THE
FRASER W ALK- THROUGH HISTORY PARK FOUNDATION
Pursuant to the provisions of the Colorado Nonprofit Corporation Act, the undersigned
person, acting as the incorporator of a corporation, signs and acknowledges the following for
such corporatipn:
Article I - Name
The name of the corporation shall be the "Fraser Walk-Through History Park Foundation"
(herein the "C9rporationJl).
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Article II - Duration
The period of duration of the corporate existence of the Corporation shall be perpetual.
Article m - Purposes
(a) Tne Corporation is organized exclusively for charitable, educational and scientific
purposes, including, for such purposes, the making of distributions to organizations that qualify
as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the
correspondingj section of any future federal tax code.
(b) T~e specific purposes for which the Corporation is organized are as follows:
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I ..) To operate, maintain, repair and improve, or to aid in the operation,
i (I maintenance, repair and improvement of, any and all real property and improvements, as
well as equipment, fixtures and personal property, which constitute or become a part of
the Fraser Walk-Through History Park (herein the "History Park"), which is located
within I the boundaries of the Town of Fraser, Colorado, a statutory town of the State of
Colorado duly organized and existing under the constitution. and laws of the State of
ColoradO (herein the "Town"), and which is owned and operated by the Town for
educational purposes.
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I (ii) To improve educational opportunities at the History Park by seeking
grants i and donations to purchase statues depicting historical figures and events, to
purcha:se other educational materials and equipment, and to increase the size of the
History Park facilities.
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( iii) To otherwise assist in or facilitate the erection or maintenance of public
buildings, monuments or works which are or will be owned or operated by the Town; and
to assist in or facilitate any other functions or services of the Town in a manner which
will lessen the burdens of the Town government for the benefit and purpose of the Walk
Through History Park Foundation.
(iv) To exercise all powers, privileges and rights necessary or advisable to
carry out the objects and purposes tor which the. Corporation is formed, and the
Incorporator and Board of Directors hereby claim for the Corporation all the benefits,
privileges, rights and powers created, extended or conferred by the provisions of all
applicable laws of the State of Colorado pertaining to nonprofit corporations, as the same
may be amended from time to time.
(c) The Corporation is not organized, nor shall it be operated, tor pecuniary gain or
profit, and it shall not distribute gains, profits or dividends to any Director, member or
shareholder thereof or to any other private individual or entity. To the extent the Corporation
retains funds in excess of its reasonable needs, it shall distribute such excess funds in a manner
consistent with the purposes of this Corporation to a recognized governmental agency or non-
profit 501-C-3 designated agency or, specifically, to Horizons Specialized Services, P.O. Box
774867 Steamboat Springs, Colorado, 80477.
(d) The property, assets, profits and net income of the Corporation are dedicated
irrevocably to the purposes set forth in this Article, and no part of the profits or net income of the
Corporation shall ever inure to the benefit of any Director, officer, member or shareholder
thereof or of any other private individual or entity.
Article IV - Address and Registered Agent
The address of the initial registered otlice of the Corporation in Colorado is 153 Fraser
Avenue, Fraser, Colorado 80442, and the Corporation's initial re!,ristered agent at such address is
Virginia Winter. The address of the principal office of the Corporation is 153 Fraser A venue,
P.D. Box 898, Fraser, Colorado 80442.
Article V - Board. of Directors
The shall be no stock issued in the Corporation and no members of the Corporation
except the Board of Directors thereof; provided, however, that the membership of the Board of
Trustees of the Town, as the same shall from time to time exist, shall be deemed to be members
of the Corporation for the purpose of appointing and removing the members of the Board of
Directors of the Corporation in accordance with these Articles of Incorporation. The number of
Directors of the Corporation shall be no less than three (3) and no more than seven (7), and the
names and addresses of the initial Directors are as follows:
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Name Address
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The teon of the members of the Board of Directors shall be perpetual or until their death,
removal, resignation or disability. Members of the Board of Directors of the Corporation shall
be appointed, and may be removed at any time without cause, by majority vote of the
membership of the Board of Trustees of the Town as the same shall from time to time exist. The
Corporation may have such officers as shall be designated in the Bylaws of the Corporation.
Article Vl- Incorporator
The name and address of the Incorporator of the Corporation is as follows:
Name Address
Rodney R. McGowan P.o. Box 500
Granby, Colorado 80446.
Article VII - Regular and Special Meetings
The annual, regular and special meetings of the Corporation, and the place, time and
manner of giving notice of such meetings, shall be in accordance with applicable law and shall
be as prescribed by the Bylaws of the Corporation.
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Article VIII - Proprietary Interest of Directors
The Directors of the Corporation shall have 110 private or proprietary interest in the
Corporation.
The Board of Directors shall serve as such without compensation, and no part of the
Corporation's net earnings, income or assets will inure to the benefit of any Director, member or
other private individual or entity; provided, however, that the Board of Directors may allow
reimbursement of reasonable expenses incurred by a Director in the performance of his or her
duties as a Director. The members of the Board of Directors shall have no personal liability to
the Corporation for monetary damages for breach of fiduciary duty as a Director of the
Corporation, except as may be otherwise specifically provided in the Colorado Nonprofit
Corporation Act.
Article IX - Restrictions on Distributions and Activities
No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to its members, Directors, officers or other private persons, except that the
Corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the purposes set forth in
Article III hereof
No substantial part of the activities of the Corporation shall consist of carrying on
propaganda, or otherwise attempting to influence legislation, and the Corporation shall not
participate in Qr intervene in (including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any
other provision of these Articles, the Corporation shall not carry on any other activities not
permitted to be carried on (a) by a corporation exempt from federal income tax under section
50 I (c )(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or
(b) by a corporation, contributions to which are deductible under section 170(c )(2) of the
Internal Revenue Code, or the cOlTesponding section of any future tax code.
Unless the Corporation qualifies as a public charity under section 509(a) of the Internal
Revenue Code, or the corresponding section of any future tax code, the following restrictions
shall be adhered to:
(a) The Corporation will distribute its income for each tax year at such time and
in such manner as not to become subject to the tax on undistributed income imposed by
section 4942 of the Internal Revenue Code, or the corresponding section of any future tax
code.
(b) The Corporation will not engage in any act of self-dealing as defined in
section 4941 (d) of the Internal Revenue Code, or the corresponding section of any future
tax code.
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!(c) The Corporation will not retain any excess business holdings as defined in
section 4943( c) of the Internal Revenue Code, or the corresponding section of any future i
tax coqe.
,( d) The Corporation will not make any investments in such manner as to subject
it to tax. under section 4944 of the Internal Revenue Code, or the corresponding section of
any futUre tax code.
(e) The Corporation will not make any taxable expenditures as defined in section
4945( d) of the Internal Revenue Code, or the corresponding section of any future tax
code.
Article X - Dissolution
In the !event of the dissolution of the Corporation, no part of its property shall be
distributed to; any member or other private individual or entity, and any property of the
Corporation n~reqUired to pay corporate debts and corporale expenses shall be distributed in a
in a manner onsistent with the purposes of this Corporation to a recognized governmental
agency or no -profit 501-C-3 designated agency or, specifically, to Horizons Specialized
Services, P.O.! Box 774867 Steamboat Springs, Colorado, 80477 or to another not-for-profit
Corporation whose purpose is to aid and benetit Grand County's developmentally disabled
population.
Article XI - Bylaws of the Corporation
The BQard of Directors shall have the power to adopt and amend bylaws of the
Corporation asl they may deem proper for the management of the affairs of the Corporation and
which are not ipconsistent with law or these Articles ofIncorporation.
Article XU - Amendment
These Articles of Incorporation may be amended from time to time by the affirmative
vote of a majprity of the members of the Board of Directors of the Corporation and the
affinnative vote of a m~ority of the members of the Board of Trustees of the Town; provided,
however, that paragraphs (a), (c), and (d) of Article III, Article VIII, Article IX and Article X of
these Articles of Incorporation shall never be amended or repealed.
The Ar1!icles of Incorporation, consisting of pages 1-5, inclusive, have been duly adopted
by the Incorporator.
IN WIlNESS WHEREOF, the Incorporator of the Fraser Walk-Through History Park
Foundation ha~ caused these Articles of Incorporation to be signed as of the _ day of
, .997.
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By
Incorporator
STATE OF COLORADO ]
] ss.
COUNfY OF ]
The foregoing instrument was acknowledged before me this day of >
1997,hy , as Incorporator of the Corporation.
[SEAL]
Notary Public for the State of Colorado
My CommissiQns Expires:
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BYLAWS
OF THE
FRASER W ALK- TIIROIJGH HISTORY PARK FOUNDATION
Article I - The Corporation
1.1 ~ame. The name of the Corporation shall be the "Fraser Walk-Through History
Park Foundation" (the "Corporationll).
1.2 Purpose. The purposes for which the Corporation bas been organized are set
forth in the Articles of Incorporation of the Corporation (the "Articles of Incorporation 11). As
more fully se't forth therein, the Corporation has been created to promote educational
opportunities in connection with the Fraser Walk-Through History Park (herein the "History
Park") located in the Town of Fraser, Colorado (herein the "Town"), and to othelWise assist the
Town in a manner which will lessen the burdens of government for the benefit and purpose of
the Walk-Thro~gh History Park Foundation. The Corporation, its board of directors (the "Board
of Directors"), officers, and agents shall conduct the business and affairs of the Corporation in
strict conformity with the purposes tor which the Corporation has been. created and otherwise in
accordance with the terms and provisions of the Articles of Incorporation and these Bylaws.
t3 Seal. The seal of the Corporation shall be circular in form and shall bear the
name of the Corporation and the words "SEAL" and "COLORADO." The seal may be used by
causing it or a facsimile thereof to be impressed, affixed, manually reproduced or rubber
stamped with indelible ink.
1.4 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of
January in each year and end on the last day of December of such year.
1.5 Principal Office. The principal office of the Corporation shall initially be at 153
Fraser Avenue, P.o. Box 898, Fraser, Colorado 80442, but may be changed hereafter to such
address as the Board of Directors may from time to time designate by resolution. The
Corporation may, in the discretion of the Board of Directors, keep and maintain offices wherever
the business of the Corporation may require.
t6 Registered Office alld Registered Agent. The Corporation shall have and
continuously maintain in the State of Colorado a registered office and a registered agent whose
business office is identical with such registered oftlce. The initial registered office and the
initial registered agent are specified in the Articles of Incorporation. The Corporation may
change its registered oftlce or change its registered agent, or both, upon filing a statement as
specified by the Colorado Nonprofit Corporation Act in the office of the Secretary of State of
Colorado, or by otherwise complying with Colorado law as it may apply from time to time.
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Article 11- Board of Directors
11.1 General Powers alld Duties. The property, affairs and business of the
Corporation shall be managed under the direction and supervision of the Board of Directors,
which shall have and exercise, on behalf of the Corporation, all the rights, powers and privileges
granted to the Corporation as a corporation not for profit organized under the laws of Colorado
in the carrying out ofthe purposes set forth in the Articles ofIncorporation.
11.2 Number, Term of Office and Vacancies. The number and term of office of
members of the Board of Directors shaH be as provided in the Articles of Incorporation.
Vacancies in the Board of Directors shall be filled as provided in the Articles of Incorporation.
II.3 NOllllabllity for Debts. The private property of the Directors shall be exempt
from execution or other liability for any debts of the Corporation, and no Director shall be liable
or responsible for the debts or liabilities of the Corporation.
Article III - Meetings of the Board of Directors
III I Annual .Meeting. The annual meeting of the Board of Directors shall be held
during the month of March each year at a date and time to be fixed by the Board of Directors.
III.2 Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at such times and places as may from time to time be determined by resolution of
the Board of Directors.
1II.3 Special Meetings. Special meetings of the Board of Directors may be called at
any time by the President or by the Directors.
IlIA Place of ~leeti"gs. The Board of Directors may hold its meetings, either annual,
regular or special, at such place or places within or outside the State of Colorado as the Board of
Directors may from time to time determine.
Ill. 5 Notices. Notice of an annual or special meeting stating the date, hour and place
of such meeting shall be given to each member of the Board of Directors by the President, the
Secretary or the Directors calling the meeting. A notice of a meeting may be given by depositing
it in the United States mail postage prepaid at least seven days before the meeting addressed to
each Director at the last address he or she has fumished to the Corporation for this purpose, and
any notice so mailed shall be deemed to have been given at the time it is mailed. Notice may
also be given at least 24 hours before the meeting in person, or by telephone, prepaid telegram,
telex, cablegram, radiogram or similar method. Any sllch notice shan be deemed to have been
given at the time when the personal or telephone conversation occurs, or other form of notice is
either personally delivered to a Director or delivered to the last address of a Director furnished to
the Corporation by the Director for this purpose. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board need be specified in the notice or waiver
of notice of such meeting unless otherwise required by law or these Bylaws.
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III.6 Waiver. A written waiver of notice of a meeting signed by a Director, whether
before, at or after the time stated therein, shall be equivalent to the giving of notice. Attendance
of a Director at a meeting constitutes a waiver of notice of such meeting, except where a
Director attends a meeting for the sole purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened, and does not otherwise participate in the
meeting.
Ill. 7 Quorum. At all meetings of the Board of Directors a majority of the entire Board
shall constitute a quorum for the transaction of business, and, in the absence of a quorum, a
majority of the' Directors present may, without notice other than announcement at the meeting,
adjourn the meeting from time to time until a quorum is present. The act of the majority of the
Directors present at any meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise specifically required by law, the Articles of Incorporation or these
Bylaws.
III. 8 Voting. The voting on all matters coming betore the Board of Directors shall be
by roll call, and the ayes, nays and abstentions shall be entered upon the minutes of each
meeting, except on the election of officers which may be by ballot. Every member of the Board
of Directors present at a meeting of the Board of Directors shall be required to vote on all
matters coming before the Board unless excused from voting on matters involving the
consideration of such Director's own official conduct or when such Director's personal or
financial interelit is involved. Any member of the Board of Directors shall be required to state at
the time of abstention the reason for abstention.
III. 9 Jrjttendance by Telepholle. Members of the Board of Directors may participate in
a meeting of the Board by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other at the same time. Such
participation shall constitute attendance in person at the meeting.
III. 10 Actioll by Directors Without a "Meeting. Any action required or which may be
taken at a meeting of the Directors may be taken without a meeting if a consent in writing,
setting forth th~ action so taken and stating that it is being taken by unanimous written consent,
shall be signed by all of the Directors entitled to vote with respect to such action. Such consent
may be executed in counterparts and shall be effective as of the date of the last signature
thereon, unless a different effective date is stated therein.
Article IV - Officers
IV. 1 Number, Election alld Term. The officers of the Corporation shall be a
President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the
Board of Directors from among its membership at the annual meeting of the Corporation.
Officers shall hold office for one year or until their successors are elected and qualified. Any
two or more offices may be held by the same person, except the offices of President and
Secretary.
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IV.2 Presidellt. The President shall serve as the chainnan of the Board of Directors
and as the chief executive officer of the Corporation. The President shall have the power to call
meetings of the Board of Directors and shall preside at all meetings of the Corporation. The
President shaH also have the power to execute, deliver, acknowledge, file and record on behalf
of the Corporation such documents as may be required by the Colorado Nonprofit Corporation
Act or other applicable law, and shall have such other duties and powers as may be prescribed
from time to time by resolution of the Board of Directors. The President shall supervise the
activities of the Corporation and shall see that all policies and instructions of the Board of
Directors are carried into effect. The President may negotiate for, execute and deliver (or cause
to be negotiated, executed or delivered) contracts, deeds and other instruments and agreements
on behalf of the Corporation as are necessary or appropriate in the ordinary course of its business
or as are duly authorized or approved by the Board of Directors or committees designated by the
Board of Directors. The President shall have such additional authority, powers and duties as are
appropriate and customary for the office of chief executive officer, and as the Board of Directors
may prescribe from time to time.
lV.3 Vice Presidellt. The Vice President shall perfonn the duties of the President in
the absence or incapacity of the President; and in the case of removal, resignation or death of the
President, the ~ice President shall perform such duties as are imposed on the President until
such time as the Corporation shall select a new President. The Vice President shall have such
additional authority, powers and duties as the Board of Directors may prescribe from time to
time.
IV.4 Secretary. The Secretary shall give, or cause to be given, notice of all meetings
and special meetings of the Board of Directors, keep the minutes of such meetings, have charge
of the corporate seal and stock records, be responsible tor the maintenance of all corporate
records and files and the preparation and tiling of reports to governmental agencies (other than
tax returns), have authority to impress or affix the corporate seal to any instrument requiring it
(and, when so impressed or affixed, such instrument may be attested by his or her signature), and
have such other authority, powers and duties as are appropriate and customary for the office of
secretary or as the Board of Directors may prescribe from time to time.
IV.5 Treasurer. The Treasurer shall have control of the funds and the care and
custody of all stocks, bonds and other securities owned by the Corporation and shall be
responsible for the preparation and filing of tax returns. The Treasurer shall receive all moneys
paid to the Corporation and, subject to any limits imposed by the Board of Directors or the
President, shall have authority to give receipts and vouchers, to sign and endorse checks and
warrants in the Corporation's name and on the Corporation's behalf, and give full discharge for
the same. The Treasurer shall also have charge of disbursement of the funds of the Corporation,
shall keep full and accurate records of the receipts and disbursements and shall deposit all
moneys and other valuable effects in the name of and to the credit of the Corporation in such
depositories as shall be designated by the Board of Directors. The Treasurer shall have such
additional authority, powers and duties as are appropriate and customary for the otnce of
Treasurer and as the Board of Directors may prescribe from time to time.
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IV.6 Resigliation, RenWl'al and Vacancies. Any officer may resign at any time by
giving written notice to the President or to the Secretary. Such resignation shall take effect at the
date of receipt of such notice or at any later date specified in the notice. The acceptance of such
resignation shall not be necessary to make it effective unless the notice so provides. Any officer
may be removed, with or without cause, by action of the Board of Directors. The removal of an
officer shall be without prejudice to the contract rights, if any, of the officer so removed. A
vacancy occurring in any office shall be filled by the Board of Directors from among its
membership for the unexpired portion of that officer's tenn.
IV.? CompensatJoll. The officers of the Corporation shall serve as such without
compensation; provided, however, that the Board of Directors may allow reimbursement for
reasonable expenses incurred by an officer in the perfonnance of his or her duties as an officer.
IV.S Agents and Employees. The Board of Directors may appoint or employ such
agents or other employees as it may deem advisable from time to time, and may delegate to any
officer of the Corporation the power to appoint and prescribe the authority and duties of any
such agents or employees. Appointment or employment of an agent or employee shall not of
itself create a contract or other right to compensation for services performed as such agent or
employee.
Article V - Indemnification of Directors and Officers
V.I To the fullest extent permitted or provided by the Colorado Nonprofit
Corporation Act, as amended from time to time, the. Corporation shall indemnifY any person
against all liability and expense incurred by reason of the fact that he or she is or was a Director
or officer of the Corporation, or while serving as a Director or officer of the Corporation, he or
she is or was serving at the request of the Corporation as a director, officer, partner or trustee of,
or in any similar managerial, advisory or fiduciary position of, or as an employee or agent of,
another corporation, partnership, joint venture, trust or other entity.
V.2 The indemnification provided by this Article V shall not be deemed exclusive of
any other rights to which those indemnitied may be entitled under the Articles of Incorporation,
any Bylaw, agreement, vote of disinterested Directors or otherwise, and any procedure provided
for by any of the foregoing, both as to action in his or her official. capacity and as to action in
another capacity while holding such office, and shall continue as to a person who has ceased to
be in the position which entitled him or her to such indemnification and shall inure to the benefit
of the heirs, executors and administrators of such a person. The provisions in this Article V shall
not be deemed to preclude the Corporation from indemnifYing other persons from similar or
other expenses and liabilities as the Board of Directors may detennine in a specific instance or
by resolution of general application.
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V.3 The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee, fiduciary or agent of the Corporation or who is or
was serving at, the request of the Corporation as a director, officer, partner, or trustee or any
similar managerial, advisory or fiduciary position, or as an employee, or agent of another
corporation, partnership, joint venture, trust or other entity or any other person against any
liability asserted against him or her and incurred by him or her in any such capacity or arising
out of his or her status as such, whether or not the Corporation would have the power to
indemnitY him or her against such liability under the provisions of this Article V.
Article VI ~ Conflicts of Interest
No contract or transaction entered into by the Corporation shall be rendered invalid by
the fact that a Director or officer of the Corporation is personally interested in it or may have
interests which are or might be adverse to the interests of the Corporation if:
(a) at the meeting of the Board of Directors making, authorizing or
confinl1:ing such contract or transaction the interested Director or officer discloses (or
causes to be disclosed) his or her interest in such contract or transaction, refrains from
affirmatively asserting his or her influence in speaking or voting for the adoption of such
contract or transaction, and such contract or transaction is adopted or ratified by a
m~ority of all of the Directors who are not so interested after first determining in good
faith that: (i) such contract or transaction is in the best interests of the Corporation
notwithstanding the adverse or potentially adverse interests of the interested Director or
officer, and (ii) that such contract or transaction was not entered into solely because of
the position of such interested Director or officer with the Corporation. In making such
determination, the Directors may rely to the extent they deem appropriate upon the
advice of legal counsel~ or
(b) such contract is fair and reasonable to, and in the best interests of, the
Corporation.
Article VII ~ Contracts and Cbecks
VII. 1 Contracts. The Board of Directors may authorize any officer or agent of the
Corporation to enter into any particular contract or execute and deliver any particular instrument
in the name of the Corporation if no such authority is provided for the officer or agent elsewhere
in these Bylaws. Without such authorization, no such officer or agent shall have any power or
authority to bind the Corporation by any contractor engagement or to pledge its credit or to
render it liable pecuniarily for any amount.
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VII. 2 Funds. All funds of the Corporation shall be deposited to the credit of the
Corporation under such conditions and in such depositories as the Board of Directors may
designate, and for the purpose of such deposit any person or persons to whom such power is
delegated may endorse, assign and deposit checks, drafts and other orders for the payment of
funds payable to the order of the Corporation. All checks, drafts or other orders for the payment
of money issued by the Corporation shall be signed by such person or person as may, from time
to time, be designated by the Board of Directors or these Bylaws.
Article VIII - Amendments to the Bylaws
vm.l These Bylaws may be amended only as provided in Article XI of the Articles of
Incorporation.
APPROVED AND ADOPTED by the Board of Directors on , 1997.
Secretary
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TQWN OF FRASER
!'Icebox of the Nation"
I P.O. Box 120/153 Fraser Avenue
Fraser, Colorado 80442
(970) 726-5491
FAX L1nE~: (970)726-5518
August 28, 19P7
Greg..w Ti1 ~Iair .
d/b/a Sharky' Eatery
P.O, Box 264 I
Fraser, CO 8~442
Pe~r Greg an4 Tina:
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Thank you forj initiating discussions on securing parking at Sharky's. It is obvious that the Town
needs to darifY our intent with your parking lease and its interests for the former Mustang site.
In 1993 the T4wn of Fraser determined that the remediation and dean-up of the former "Fraser
Mustang" site !was critically important. This decision led the Town to Pllrchase the Mustang and
to finance the remediation, an effort that is costing over three hundred thousand dollars. In
addition to retitediation and clean-up, the Town's ownership of the Mustang site has created
many opportu*ities, one of which is providing temporary parking for your business. While the
Town is intere~ted in seeing your business succeed, it has the primary role of providing for the
health, safety, ~nd welfare of Fraser residents and businesses, and has a fiduciary responsibility
to the same. 4.ny decisions regarding the Mustang have, and will be, made based on this role
and responsibi~ity.
At the same time, Fraser recognizes that the Mustang could provide, in some form or another, a
long term parking solution at Sharky's. As such, Fraser will continue to work with you to secure
parking for Sh~rky' s. -.
Sincerely,
GkL
Chuck Reid
Town Managet
c Mayor ~ohnston
Members of the Fraser Board
I
Rod McGowan
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TOWN OF FRASER
"Icebox of the Nation"
P.O. Box 120/153 Fraser Avenue
Fraser. Colorado 80442
(970) 726-5491
FAX Line: (970) 726-5518
August 28, 1997
Rich Nipert
Maryvale, LLC
1140 Grant Street, Suite 100
Denver, CO 80203
Dear Rich:
Yesterday I met with JeffKir~endall and Bob Trout, along with Fraser's water engineer and
attorney. This meeting, which had been planned for several weeks, was to review Maryvale's
new POD plan, including annexations, with regards to the various water issues associated with
the new plan and annexations. I left the meeting frustrated and angry.
The Fraser Town Board has shown a willingness to lessen development standards (the most
serious of which is allowing individual well and septic) in trade for decreased densities and less
. development in the meadow. However, Fraser and Maryvale agree4 that if the proposed well
and septic are~ would adversely impact the safety of existing wellfields, or if testing showed
that individual domestic \Veils or septic systems required more than a certain amount of land
(greater than 3 acres per lot), we would revisit this issue. Since it is Maryvale that proposed
this plan., the burden of proving its safety and practi~ality also falls to Maryvale _ even
more so as Maryvale actively pursued the PDn plan that included well and septic systems.
During today's meeting in Denver, Fraser's "meeting meter" was clicking at $300 an hour. -.
: While the Board and I recognize the expense of doing business, Fraser is not willing to pay for
meetings that involve our professional staff, in which:
. one of the key technical players from Maryvale is not present to provide information
and answer questions;
. Maryvale does not spend adequate time with your professional staff in preparation for
the meeting; and
. Matyvale attempts to use Fraser employees and consultants to provide staffwork for
your development.
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Page Two .
>.MarYval~me,tings
.~~n we ~et last tdon~y? we scheduleq a PDD preapplication ~nf~rence for 9/24/97 atlO:O()
a.m. in Jfraser: Fraser will be pr~pare4 for thi, meeting. Please a~se me at your earliest
~nv~1lience .fMaryvale WQlll$ to contirlue with this meeti:Qg tilDe~d ~te: We will be expecting
,:,,~ address the "hard planning"~sociated withyour development ~t "that time.
, . . I .
....S~~erely~ '.
.~
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'\" ;', ,:
, 'i
,'. -,' -:. : ',;
. Clwck ~id
. T'oWtl~g~r
. r , ,
c! Mayor Jeff JQhnst~n 1q1(f the Fraser Town Board
RodM~Gowan
. Stan Ga.der
'~on 14cLaugh1in
Rick Watroll$
JeffKJrkendaU
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TOWN OF FRASER
"Icebox of the Nation"
! P.O. Box 120/153 Fraser Avenue
! Fraser, Colorado 80442
(970) 726-5491
FAX Line: (970) 726-5518
August 28, 1997
Cyndy Flores
Fraser Valley Metropolitan Recreation District
P.O. Box 3348
Winter Park, CO 80482 .
Dear Cyndy:
This shall serv~ as a letter of intent regarding the Fraser Valley Metropolitan Recreation
District's use of the Fraser Town Hall. Beginning 1/1/98, your monthly rent payment shall
increase to $750, and $850 for the months of June, July, and August. The use of the building
will be governep by a lease agreement that shall be approved by the Recreation District and
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Fraser by Octo[ier 31, 1997.
Thank you for working with the Town on a joint-use agreement that is mutually acceptable and
beneficial.
Sincerely,
eLL
Chuck Reid
Town Manager
c: Mayor Jeff Johnston and Fraser Board Members
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TOWN OF FRASER "--
illcebox of the Nation"
P.O. Box 120/153 Fraser Avenue
Fraser, Colorado 80442
(970) 726-5491
FAX line: (970) 726-5518
OJ August 26, 1997
Conner Shepherd, PhD.
FraSer Valley Metropolitan Recreation District
P.O. Box 3348 .
Winter Park, CO 80482
Dear Dr. Shepherd:
!
The Fraser Board has approved Town expenditures to re-roofyour administrative office space,
and has received a bid from Ule Rcu?fing C()mpm~}) (attached) to complete this work. I'd like to
split this bill, with the Recreation District paying the 50% "down payment" and the Town
finishing the payments as the work is completed. Due to the nature ofthe work, I'd like to
initiate this work as soon as possible.
Please call me at your convenience to initiate this work.
Sincerely;
Ck~L
Chuck Reid
ToWn Manager
c: Mayor Jeff Johnston and Fraser Board Members
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