HomeMy WebLinkAbout2019-028-02/19/2019-AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY AND THE CITY OF LOVELAN RESOLUTION 2019-028
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE EXECUTION OF AN INTERGOVERNMENTAL
AGREEMENT BETWEEN THE CITY AND THE CITY OF LOVELAND FOR
THE CONSTRUCTION, OWNERSHIP, OPERATION, MAINTENANCE AND
MANAGEMENT OF A REGIONAL TRAINING CAMPUS
WHEREAS;in October 2017,the City and the City of Loveland(collectively,the"Cities")
entered into an intergovernmental agreement (the "Initial IGA") for the sharing of costs for the
design and construction administration of a jointly-owned police regional training campus (the
"Training Campus") to be constructed at the Northern Colorado Regional Airport in Loveland;
and
WHEREAS, it is the Cities' intent that that the Training Campus will be a centralized
public safety training facility for use by both Cities' police employees and by law enforcement
agencies serving the northern Colorado community; and
WHEREAS, it is the Cities' intent that the Training Campus be owned, designed,
constructed, operated, maintained and managed equally be the Cities, with other agencies paying
the Cities for their use of the facilities; and
WHEREAS, since the execution of the Initial IGA, the Cities have worked collaboratively
together and are in the final stages of completing the design and development components outlined
in the Initial IGA; and
WHEREAS,the Cities' staffs have proposed an Intergovernmental Agreement,attached as
Exhibit "A" and incorporated by reference (the "IGA"), which memorializes the terms for the
construction, ownership, operation, maintenance and management of the Training Campus; and
WHEREAS, the IGA establishes the total cost of the design and construction of the
Training Campus in an amount not to exceed $18,518,782.00, and that each City will be
responsible for an equal share of that cost, or$9,259,391.00; and
WHEREAS, after the Training Campus becomes operational, the Cities will share
administration, operations and maintenance costs equally, in accordance with an annual operating
budget to be established by the Cities' respective Chiefs of Police; and
WHEREAS, in addition to each City using the facility for their own training needs, the
Cities anticipate renting access to the Training Campus to other law enforcement agencies with
the revenue from said rentals dedicated to offsetting the costs of administering, operating and
maintaining the facility; and
WHEREAS, the City Council has determined that it is in the best interests of the City and
beneficial to the northern Colorado region at large that the Mayor be authorized to execute the
IGA between the City and the City of Loveland.
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NOW,THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby makes and adopts the determinations and
findings contained in the recitals above.
Section 2. That the Mayor is hereby authorized to enter into the IGA, in substantially
the form attached hereto as Exhibit"A,"together with such additional terms and conditions as the
City Manager, in consultation with the City Attorney, determines to be necessary and appropriate
to protect the interests of the City or to effectuate the purposes of this Resolution.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 19th
day of February, A.D. 2019.
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EXHIBIT A
INTERGOVERNMENTAL AGREEMENT
FOR THE CONSTRUCTION,OWNERSHIP,OPERATION;MAINTENANCE,AND
MANAGEMENT OF THE REGIONAL TRAINING CAMPUS
THIS INTERGOVERNMENTAL AGREEMENT FOR THE CONSTRUCTION;
OWNERSHIP, OPERATION, MAINTENANCE, AND MANAGEMENT OF THE REGIONAL
TRAINING CAMPUS (the "Agreement") is made and entered into this _ day of
, 2019, between THE CITY OF LOVELAND, COLORADO, a municipal
corporation,hereafter"Loveland,"and THE CITY OF FORT COLLINS,COLORADO,a municipal
corporation, hereafter "Fort Collins," and hereinafter each referred to as a "City" and collectively
referred to as "Cities".
WITNESSETH:
WHEREAS, the Cities are each home-rule municipalities that maintain police departments
to provide law enforcement services to their respective citizens and employ police employees who
participate in ongoing training regarding projectile weapons and vehicle use in order to maintain and
improve the skills necessary to perform police functions;and
WHEREAS, currently each of the Cities' police employees conduct projectile weapons
training and vehicle/driver training separately and combining such training at one facility will
create cost efficiencies for both police departments; and
WHEREAS; Loveland'considers it a priority to effectively operate a public safety training
campus that will better meet the needs, of the Loveland Police Department and the northern
Colorado community as a whole;and
WHEREAS, Fort Collins agrees that a centralized public safety training campus for use
by law enforcement agencies serving the northern Colorado community would benefit the citizens
of Fort Collins and, therefore desires to partner with Loveland in the construction and
administration of a public safety training campus; and
WHEREAS, it is the Cities' intent that the public safety training campus would serve as a
regional training facility for several other governmental agencies in and around Colorado's
Northern Front Range, including the Larimer County Sheriff,the Weld County Sheriff;the Greeley
Police Department, the Windsor Police Department, the Colorado State University Police
Department, and others; and
WHEREAS,the Cities jointly-own real property on which the Cities operate the Northern
Colorado Regional Airport. The Cities intend to utilize an available portion of such real property
for the construction and eventual operation of a police regional training campus; and
WHEREAS, pursuant to Section 29-1-203 of the Colorado Revised Statutes,the Cities are
authorized by law to contract with one another to provide for the joint exercise of any function,service
or facility lawfully authorized to each of the Cities if such contracts are approved by their goveming
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bodies;and
WHEREAS;on October 23;2017,the Cities executed an Intergovernmental Agreement For
The Sharing Of The Cost Of The Preliminary Design,Design Development,Construction Drawings,
And Construction Administration Relating To The Construction Of A Regional Training Campus,
which established the preliminary cost, design, and planning requirements of the Cities (the "Initial
IGA")-, and ,
WHEREAS,the Cities' intent of this Agreement is that the training campus will be owned,
designed, constructed, operated, maintained, and managed equally by the Cities, with other
agencies paying the Cities for their use of the facilities;and
WHEREAS, since the execution of the Initial IGA, the Cities have worked collaboratively
together and are in the final stages of completing the design and development components outlined
in the Initial IGA; and
WHEREAS, the Cities desire that the training campus be constructed utilizing the
Construction Manager at Risk ("CMAR") delivery method which entails a commitment by a
Construction Manager;as designated by the Cities,to complete construction of the campus within a
guaranteed maximum price and a firm completion date;and
WHEREAS, the Cities seek, by this Agreement, to memorialize the terms on which they
have agreed, in a collaborative manner, to engage in the construction, ownership, operation,
maintenance,and management of the campus,with the intent that their collaborative undertaking shall
continue for many years to come and include subsequent amendments to this Agreement and the
Ad-Option on an Operation Plan approved by each City's Chief of Police or his or her designee.
NOW,THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS,.IT
IS AGREED by and.between the parties hereto as follows:
1. Mutual Undertaking. The Cities agree that the construction, ownership, operation,
maintenance, and management of the regional training campus ("Training Campus")
will be a mutual undertaking between the Cities,with each City equally sharing in the
authority and obligations associated with or arising from construction, ownership,
operation,maintenance and management of the Training Campus,unless specifically
stated otherwise in this Agreement.
2.. Training Campus Real Property Agreement.The Cities agree that it shall be,their joint
responsibility to negotiate and execute an agreement for the use of the real property
underlying the Training Campus consistent with the scope and purpose of this
Agreement, and said use agreement shall be approved by the Cities' respective
governing bodies.
3. Construction_ of the Training Campus. Loveland shall engage a vendor through a
competitive sealed proposal process; pursuant to Loveland's municipal code and
Loveland's administrative procurement regulations, to construct the Training
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Campus, utilizing the Construction Manager at Risk ("CMAR") method,
subject to the approval of Fort Collins. Fort Collins shall participate equally in the
vendor selection process. The Cities agree that the Training Campus shall, at a
minimum, contain a driving track, a firearms range, a skills pad, and adequate
classroom space as detailed in the design document, attached hereto as Exhibit A.
Loveland shall be the party issuing the agreement to the selected CMAR and
agreements to other contractors necessary to complete the project. The Training
Campus shall be constructed in accordance with the requirements of the Loveland
Municipal Code. The Cities agree that Loveland shall be the sole signatory for
purchasing, consulting, and other contracts necessary to complete the construction of
the Training Campus as contemplated by the Cities. Loveland must provide Fort
Collins an opportunity to review and comment on all such agreements,and Loveland
must receive written approval from Fort Collins prior to executing any such
agreements. Loveland shall provide Fort Collins the opportunity to review and
approve any change order in excess often thousand dollars($10,000)and any invoice,
pay application or billing from any contractor prior to approving and issuing any such
change order or payment to a contractor. Fort Collins shall have seventy-two (72)
hours from receipt of a change order, invoice,pay application or billing to consent of
object,and Fort Collins' failure to timely respond shall be considered consent.
a. Cost..Loveland and Fort Collins mutually agree that the total cost of the Training
Campus shall not exceed $18,518,782.00 dollars and that each City shall be
responsible for appropriating an equal share of the cost ($9,259,391.00). Fort
Collins agrees to submit proof of appropriation to Loveland mentioned in the
immediately preceding sentence as soon as practicable upon the appropriation
being authorized by the Fort Collins City Council.Proof may be in the form of an
executed ordinance or other legal instrument which demonstrates an authorization
to expend the Fort Collins equal share on the Training Campus.
b. Payments. Loveland shall invoice Fort Collins for Fort Collins' fifty percent
(50%) share of CMAR and construction costs in accordance with a mutually
agreeable payment schedule (the "Payment Schedule"). The Cities shall produce
the aforementioned Payment Schedule within thirty(30)days of the execution of
the CMAR contract, which Payment Schedule is subject to change based on
changes to the project schedule and milestones as mutually agreed by the Parties.
Upon execution of the CMAR contract, Loveland will invoice Fort Collins and
Fort Collins shall remit $1;500,000.00 to Loveland within thirty (30) days of
receipt of the invoice to ensure Loveland remains in a positive cash position
throughout the term of the CMAR contract; provided however, in no event shall
Fort Collins be required to remit the$1,500,000.00 until after Fort Collins receives
the proceeds from its financing for this project.Thereafter,Loveland shall invoice
Fort Collins for fifty percent (50°/u) of each project milestone_ at least sixty (60)
days before the anticipated milestone date in accordance with the Payment
Schedule as may be revised from time to time by the Parties. Fort Collins shall
pay amounts owed to Loveland within thirty(30)days of receipt of said invoices.
The Cities agree that it is their mutual intent that Loveland have sufficient funds
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on hand, contributed equally by the Cities,to meet all payment requirements for
the project. Loveland shall keep payments received from Fort Collins in a
designated account, and any interest earned on said fund shall remain in said
account for the benefit of the Training Campus.
c. SustainabilitRequirements.
i. LEED Certification. The Cities agree that the administration and
classroom Building portion of the Training Campus shall be designed,
constructed, and certified to the highest LEED certification practical. The
cost of attaining that standard and certification shall be shared equally by
both Cities, because each recognize the significant efficiencies that will
reduce.future operational and maintenance costs for the Training Campus.
ii. Photovoltaic System. Both Cities agree to include in the design and
construction of the Training Campus a solar photovoltaic ("PV") system
and infrastructure required for a PV system,which PV system to have an
estimated return on investment of ten (10) years or less and an expected
life of twenty-five(25)years or more.The PV system must be sufficiently
sized to achieve the renewable energy credits necessary to meet the highest
LEED certification practical.
iii. Energy Efficiencies. The remaining portions of the Training Campus not
identified in subsection (i) above shall be designed and constructed to
include as many green building principles as will provide a reasonably
good return on investment, including but not limited to, high efficiency
mechanical and electrical systems,but without any requirement for LEED
certification of the entire Training Campus site. Loveland will provide
the Training Campus with non-carbon tariff rate electricity to offset any
renewable energy deficiency remaining from the LEED standard achieved
to make the Training Campus a noncarbon electrical facility. Loveland
shall use a regularly accepted methodology to calculate the non-carbon
tariff rate electricity needed to close the aforementioned deficiency.
d. Americans with Disabilities. The Training Campus shall be designed and
construction to comply with all federal state and local laws, including the
requirements of the Americans with Disabilities Act("ADA").
e: Construction Grants. Any grants received by the Cities for the benefit of the
construction of the Training Campus, shall be utilized toward making facility
improvements by awarding bid alternates in the contract documents or any other
improvements agreed to by both Cities. Any grants received shall not be included
in the total not-to-exceed amount specified in Subsection(a)of this Section 3.
4. Joint Training Campus Operation and Maintenance. The operation and maintenance
of the Training Campus is a joint venture between the Cities, with full management
and policy-making authority vested equally in both Cities. "Policy Issues" shall
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include,but shall not be limited to,participation in federal and state grant agreements,
construction of capital projects, and approval of the annual contributions to the
Training Campus Dedicated Funds(defined below in Section 10). Policy Issues shall
require the approval of each City's City Councils.
5. Facility Management. Management of the Training Campus shall be vested in each
City's Chief of Police or his or her designee. The Chiefs of Police shall be
responsible for approving an Operation Plan that will serve as the principal
document by which the Training Campus will be utilized and maintained by the
Cities. The Operation Plan shall reflect that each City shall have an opportunity
for equal access to the Training Campus to meet, at a minimum, each City's basic
training needs. The annual schedule for use of the Training Campus by the Cities
and by third parties shall be determined by mutual agreement of the Chiefs of Police
or their designees and set forth in the Operation Plan; provided, however, the
Campus Manager shall have certain authority with respect to adjustment of the
annual schedule for the Cities and third parties as providing in Section 9(c) herein.
The Operation Plan will also address the use of the Training Campus by third
parties including proposed fees for such use; and the manner in which each City
may provide Administrative Services (defined below in Section 7) to benefit the
Training Campus. In addition,the Operation Plan may include rules and regulations
concerning the use of the Training Campus. The Chiefs of Police are responsible
for the governance of the Training Campus related to any issue that is not
considered to be a Policy Issue as defined in Section 4 above, which shall include
approval of all third-party use agreements for the Training Campus and final
determination of any scheduling disputes arising from actions taken by the Campus
Manager. In the event of a dispute between the Chiefs of Police that cannot be
settled in good faith, the Cities agree that the dispute will be directed to the City
Managers for discussion and decision. If the Cities fail to resolve disputes via the
City Managers, the Cities may utilize, subject to mutual agreement, the dispute
resolution process identified in Section 17(b) of this Agreement. If the Cities have
failed to resolve disputes via Section 17(b) or have not mutually agreed to utilize
Section 17(b),the Cities may utilize Section 17(c)or Section 18 of this Agreement.
6. Minimum Annual Planning Meeting.The Chiefs of Police and other appropriate staff
shall meet a minimum of once per year in April to discuss any amendments to the
Operation Plan; budgetary requirements for future budget.years; scheduling usage of
the Training Campus; the review of rates, fees, and charges; and other pertinent
matters as may be necessary and appropriate for the continued operation and
maintenance of the Training Campus.
7. Administrative Services. Loveland shall provide "Administrative Services" for
the Training Campus, which shall include appropriate costs for services allocated
by Loveland's Finance, Human Resources, Risk Management, Facilities
Management, Information Technology, City Attorney, postage and other similar
administrative services. After the Training Campus is open and operational, each
City shall be responsible for fifty percent (50%) of the costs of the Administrative
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Services. Loveland shall identify the costs for Administrative Services as a separate
line item within the Operations Fund (defined below in Section 10). Loveland shall
place its and Fort Collins' payments for Administrative Services into the
Operations Fund, and Loveland shall be entitled to draw from the Operations Fund
to pay the costs of the Administrative Services. The administrative charge shall
be calculated in the-same manner as charges made by the providing Loveland to its
own governmental enterprise funds.
8. Employee Status.All employees of each City who perform any services in relation to
the Training Campus and this Agreement shall remain the employees solely of the
City which employed them to perform such services and not of the other City.
9.. Training Campus.Manager, Appointment,:and_Duties. The Loveland Chief of
Police shall appoint a Training Campus Manager subject to the regulations and
policies of Loveland, after consulting with and obtaining prior written consent of
the Fort Collins Chief of Police.The Campus Manager shall be an employee of the
City of Loveland solely dedicated to the Training Campus. The Campus Manager
shall:
a. Propose an Operation Plan to the'Chiefs of Police for their consideration and
approval as soon as practicable; and
b. Subject to and consistent with the direction of the Chiefs of Police,manage the
operations of the Training Campus, in accordance with the Operation Plan;in a
safe and efficient manner and maintain the grounds, structures.and equipment
in a clean, orderly, safe and operational condition in conformity with all
applicable federal, state and local laws, rules and regulations and other legal
requirements; and
c. Manage such operations in a manner which is compatible with the interests of
the Cities, including monitoring the annual training schedule established in the
Operation Plan and, in the event changes to the schedule ace necessary to
account for unforeseen circumstances or training needs,adjusting said schedule
while ensuring each City maintains an opportunity for equal access to the
Training Campus; and
d. Perform all duties normally associated with sound, safe, innovative, prudent
and efficient management practices for a law enforcement training facility and
provide for all services as are customary and usual to such an operation,
including, but not limited to, the following:
i. Maintenance and Repair Services. Maintain and repair the Training
Campus(structurally and otherwise)in agood and skillful manner more
particularly described to include-
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l. All equipment and facility features including, but not limited to,
the driving track, firearm range, skills.pad, and classrooms;
2. All vehicles, machinery and tools used in the operation,.
maintenance or repair of the Training Campus;
3. All Training Campus grounds including, without limitation,
fences,parking lots,grass cutting,and removing or topping trees
and shrubs where and when necessary; and
4. All Training Campus buildings and structures, including,
without limitation, plumbing, electrical, sprinkler, heating and
air conditioning systems, apparatus and other equipment; and
5. All components of the Art in Public Places as per requirements
of City of Loveland program.
6. All other maintenance obligations as set forth in the adopted
Operation Plan. The Campus Manager may recommend the
disposition of obsolete or surplus property to Chiefs of Police
consistent with Loveland's purchasing ordinances, regulations'
or rules: Any proceeds from the sale of such surplus property
shall be deposited into the Operations Fund and shared equally
by the Parties;
ii. Support Functions. In a manner consistent with sound law
enforcement training facility operating and safety practices, perform or
cause to be performed:
l. Operation of the firearms range for the benefit of the Cities and
other third-party users thereof, and
2. Operation of the driving track and skills pad for the benefit of
the Cities and other third-party users thereof, and
3. Operation of the classrooms and other appurtenant facilities for
the benefit of the Cities and other third-party users thereof; and
4. Coordinate with Loveland's Accounting Department to ensure
timely and accurate collection, remittance, and reporting of all
fees and revenue collected from third-parties that use the
Training Campus; and
5. Expeditious removal of snow and ice from all ways designed for
pedestrian or vehicular use; and
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6. Security of the Training Campus; and
7. All other support functions as set forth in the adopted Operation
Plan.
iii. Negotiations with Third Parties. In connection with the solicitation of
proposals for procurement and the negotiation of such Training Campus
use agreements with third parties as may be necessary or desirable for
the proper and financially prudent operation of the Training Campus in
accordance with federal, state and,local laws, rules and regulations and
any grant agreements or related assurances, perform the following:
1. Administer and monitor all agreements with third parties and
ensure full and complete compliance with the terms and
conditions contained in such agreements, and endeavor to see
that such agreements are carried out in a manner which is
consistent with the Operating Plan.
I Subject to direction from the Chiefs of Police and in
conformance with Loveland's procurement requirements and
the Operation Plan,procure such services,equipment,materials,
and supplies as may be necessary for the proper operation and
marketing of the Training Campus. The Campus Manager may
only procure services, equipment,materials andsupplies that do
not exceed $10,000, and no procurement.shall be divided so as
to. avoid the maximum dollar amount. Each City shall review
And approve all procurements and associated agreements and
change orders exceeding $10,000.
iv. Training Campus Budget.Timely prepare the Training Campus Annual
Operating Budget to submit said budget to the Chiefs of Police at the
April planning meeting pursuant to Section 6 of this Agreement, and
then timely submit the annual request for the Training Campus budget
contributions through both Cities'regular budget processes for approval.
The Annual Operating Budget shall itemize all anticipated revenues and
operating expenses and shall support such items of revenue and expense
with records and documents.
I. Prepare an Annual Operation Update for submission to the
Chiefs of Police which shall include, but not be limited to: a
maintenance and repair schedule; a schedule of proposed
Training Campus fees for third-party users; a list of all contracts
and agreements to be negotiated, renegotiated or renewed;
recommendations, if any, for revisions of the Operation Plan;
recommendations, if any, for non-capital equipment; a five-year
projection of anticipated revenues and expenses based on a
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comparison with the previous fiscal year, if applicable, and
prepared with reference to other relevant data; a schedule of
proposed staffing levels of full-time, part-time and seasonal
employees, .and any other factors which may affect Training
Campus operation and management.
v. Capital Replacement Plan. Prepare and submit to the Chiefs of Police a
written five-.year Capital Replacement Plan in conjunction with the
annual planning meeting beginning in 2020, and every five (5) years
thereafter or as otherwise directed by the Chiefs of Police.
10. Dedicated Fund. The City of Loveland is acting as the fiscal agent for the Training
Campus and shall keep a fund for the benefit of the Training Campus (the
"Dedicated Fund"). The Dedicated Fund shall consist of two separate and
independent categories of funds: 1) a lapsing capital fund ("Capital Fund"); and 2)
a lapsing fund for the annual expenses for Administrative Services, operation, and
maintenance ("Operations Fund"). On an annual basis, when the budget and
annual contributions from each of the Cities are calculated, any remaining fund
balance in the Operations Fund will be applied to offset the annual contributions
from each City to the Operations Fund. On a monthly basis,Loveland shall provide
a record of the revenues, expenses, and account balances for the Capital Fund and
the Operations Fund. The Dedicated Fund shall be equally owned by both Cities
but will beheld in trust by Loveland acting as the fiscal agent. The Dedicated Fund
shall be subject to annual appropriation by the governing bodies of each City.
However, Loveland shall treat the Capital Fund as though it were a non-lapsing
fund to the maximum extent possible under the Loveland municipal code.
Loveland staff shall submit to its City Council the funds contained in the Capital
Fund for annual ra-appropriation during its annual budget process.
11. Training Campus Revenue. The Cities shall adopt rates,fees,and charges for thir&
party use of the Training Campus in accordance with each City's charter and
ordinances. All revenue generated by the Training Campus received shall be
deposited into the Operations Fund and shared equally by the Cities.
12. Grants. Any and all grants received by a City in connection with the Training
Campus shall be shared equally by the Cities and deposited in the appropriate
Dedicated Fund for purposes that are mutually agreed between the Cities.
13. Training Campus Expenses: The net annual operating costs ("Net Annual
Operating Costs") for the operation and maintenance of the Training Campus will
be funded by the Operations Fund and shared equally on a 50%basis for each City.
The Net Annual Operating Costs shall be calculated by subtracting the budgeted
annual fees, charges and other revenue from the budgeted annual operating costs.
On December 15`h each year, Loveland shall invoice Fort Collins for fifty percent
(50%).of the budgeted Net Annual Operating Costs to be paid by Fort. Collins to
Loveland within thirty (30) days of issuance. By September I" of each year; the
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Cities shall identify any shortfall in the then current annual Operations Fund and
seek supplemental budget and appropriation of an equal share of the additional
funds necessary to satisfy the Net Annual Operating Costs from their respective
City Councils.
a. Expendable supplies, including, ammunition, shooting targets, and fuel shall
not be included in the Operations Fund and will either be supplied by the
individual Cities or shall be captured in the cost to third party users of the
Training Campus..
14. Initial IGA Excess Funds. The Cities agree that any and all excess funds remaining
from Phase I of the Training Campus project will be rolled over to support
completion of the design and construction of the Training Campus project. The
Cities, by execution of this Agreement approve the continuation of the Training
Campus project pursuant to Section 4 of the Initial IGA, of which the Cities
acknowledge receipt thereof.
15. Construction Excess.Funds: The Cities agree that any excess funds remaining after
the completion of the design and construction of the Training Campus will be
returned to the Cities equally.
16. Status as Governmental Entities. The parties are governmental entities;therefore,
all direct and indirect financial obligations of each party under this Agreement shall
be subject to annual appropriations pursuant to Article X, Section 20 of the
Colorado Constitution, the parties' respective charters and ordinances, and
applicable law. This Agreement and the obligations of the parties hereunder do not
constitute a multi-year fiscal obligation and are expressly contingent upon the
parties' respective governing bodies budgeting and appropriating the funds .
necessary to fulfill the parties'respective obligations. If a party does not appropriate
funds sufficient to meet its obligations under this Agreement, such non-
appropriation will constitute a termination by such party, effective on January 1 of
the party's fiscal year for which the funds are not appropriated regardless of any
notice period required under this Agreement. The non-appropriating party shall
give written notice of such non-appropriation.of funds to the other party not later
than thirty(30)days afterthe non-appropriating governing body approves its annual
appropriations ordinance for any.calendar year for which the ordinance does not
include funding to meets its financial obligations for the ensuing fiscal year,Such
termination shall be subject to the provisions of Section 18(b)below.
17. Dispute Resolution.
a. Informal Resolution. Should Loveland or Fort Collins not agree on any matter
arising out of or related to this Agreement or the ownership, use, expansion,
remodel,operation or other matter pertaining to the Training Campus,the Cities
shall use best efforts to meet and seek to resolve their disagreement informally
through discussions between the Police Chiefs. If the Police Chiefs cannot
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resolve the dispute, the parties shall bring the dispute to the City Managers for
discussion and decision.
b. Mediator or Arbitrator Selection.In the event Loveland or Fort Collins mutually
agree to binding or nonbinding arbitration or mediation, Loveland and Fort
Collins shall each select an arbitrator or mediator.The arbitrators and mediators
selected by each City shall then select a single arbitrator or mediator to hear and
decide the dispute. Costs of any arbitration or mediator shall be shared
equally by the Cities.
c. Formal Resolution. Should Loveland or Fort Collins, despite best efforts, be
unable to reach agreement, either City may seek to have the dispute resolved by
a court of competent jurisdiction.
18. Termination. If,after the Cities are unable to reach a resolution pursuant to Section 17
of this Agreement through informal resolution,arbitration,or mediation,then if either
City fails to perform its obligations under the terms of this Agreement, the non-
defaulting City may provide the defaulting City with written notice of the nature and
extent of the default. If the default remains uncorrected after thirty(30)days from the
date the notice is received, then the non-defaulting City may elect to bring an action
for specific performance, or to pursue any other remedies provided for in this
Agreement, or remedies available at law or equity,
a. If the parties fail to reach agreement upon any decision which most be reached by
mutual agreement under this Agreement, either party may terminate this
Agreement upon not less than thirty (30) days written notice to the other party.
Each party will equally share and be obligated to pay any financial costs related
to this Agreement that have incurred up to the date of termination.
b. Upon termination, the non-defaulting City, or the City not seeking termination
under the immediately preceding Section 18(a)of the Agreement,("Purchasing
City")possesses a right of first refusal to acquire the other City's interest in the
Training Campus. The Purchasing City shall pay an amount not to exceed
$9,259,391.00 dollars for the other City's interest in the Training Campus. The
Purchasing City may select an appraiser who shall provide an appraisal to both
Cities using industry standard methodology for valuing a one-half interest in the
Training Campus, without considering anticipated revenues or the land upon
which the Training Campus is constructed.The Purchasing City may then acquire
the other City's interest by payment to the other City of the amount determined.by
Purchasing City's appraiser(not to exceed$9;259,391.00 dollars).The Purchasing
City will also possess an option to pay the aforementioned determined appraised
value over a three(3)year period in equal installments.
i. Should the Purchasing City decline the right of first refusal,the other City
may only sell its interest in the Training Campus to a political subdivision
of the state of Colorado, a city, or a town, which also manages a law
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enforcement agency in Larimer County or Weld County subject to the
approval of the City retaining an interest in the Training Campus, which
shall not be unreasonably withheld. The purchase price may then be
negotiated between the City seeking to sell its interest and the interested
third party political subdivision of the state of Colorado, city, or town,
which also manages a law enforcement agency in Larimer County or Weld
County, Colorado. Any such qualifying entity acquiring an interest in the
Training Campusshall be bound to this Agreement,and any,then existing
amendments,and such qualifying entity shall be substituted in place of the
City no longer retaining an interest in the Training Campus.Alternatively,
at the Purchasing City's sole discretion, the qualifying entity and the
Purchasing City may negotiate new terms upon the qualifying entity
acquiring an interest in the Training Campus.
ii. Under no circumstances shall either City be permitted to sell, sublease,
transferor otherwise assign any interest other than a one-half interest in
the Training Campus.
19. Notices. Any notice, request,demand,.consent,or approval,or other communication
required or permitted hereunder, shall be in writing and shall be deemed to have been
given when personally delivered, faxed, emailed, or deposited in the United States
mail with proper postage and addressed as follows:
If to Loveland:
Chief of Police City Manager
Loveland Police Department with a copy to:Loveland City Attorney
810 E. 10fl'Street City of Loveland
Loveland, CO 80537 500 E. 31d Street
Loveland, CO 80537
If to Fort Collins:
Chief of Police City Manager
Fort Collins Police Services with a copy to: Fort Collins City Attorney
2221 S.Timberline Road City of Fort Collins
Fort Collins,Colorado 80525 300 LaPorte Avenue
P.O. Box 580
Fort Collins, CO 80522
20. Relationship of Parties, Non-liability of Individuals, Benefit,_No.Assignment., The
parties enter into this Agreement as separate, independent governmental entities and
maintain such status throughout. No officer, agent or employee of either party shall
be charged personally or held contractually liable by or to the other party under any
term or provision of this Agreement or of any supplement,modification or amendment
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to this Agreement because of any breach thereof, or because of his, her or their
execution or attempted execution of the same. This Agreement is made for the sole
and exclusive benefit of the Cities,their successors and assigns, and is not made for
the benefit of any third party.The parties covenant and agree that they will not assign
this Agreement,any interest or part thereof or any right or privilege pertinent thereto,
without written consent of the other party first having been obtained.
21. Liabili Each party shall be responsible for any and all claims, damages, liability
and court.awards including costs,expenses and attorney fees incurred as a result of
any action or omission of such party or its respective officers, employees and agents
in connection with such party's performance of this Agreement. Notwithstanding
anything in this Agreement to the contrary, nothing herein shall be construed as a
waiver of the notice requirements, defenses, immunities; and limitations of liability
the parties and their respective officers, directors, councilors, employees, volunteers,
and agents may have under the Colorado Governmental Immunity Act,C.R.S. §§24-
10-101, et seq.; or to any other defenses, immunities, or limitations of liability
available to the parties by law.
22. Insurance. Loveland will require that any vendor selected related to the
construction, maintenance, or operation of the Training Campus shall maintain
adequate.general liability insurance,automotive insurance, workers' compensation
insurance,builder's risk insurance,and any other coverage as the Cities may jointly
require of the vendor. Said insurance coverage shall name the City of Fort Collins
as an additional insured. Upon construction of the Training Campus being
completed, Loveland shall maintain adequate insurance coverage to protect the
Cities'joint interest in the Training Campus.All insurance premiums and insurance
payments related to the Training Campus shall be considered Administrative �'
Services pursuant to Paragraph 7 and Paragraph 10 of this Agreement requiring
each City to pay one half the cost of all Administrative Services. The Cities agree
to deposit any excess insurance payments received by the Cities' insurer,if any into
the Operations Fund and shared equally by the Parties.
23. Entire Agreement/Ambiguities. This Agreement embodies the entire agreement of
the parties. The parties shall not be bound by or be liable for any statement,
representation, promise, inducement or understanding of any kind or nature not set
forth herein. No changes, amendments or modifications of any of the terms or
_. .- -
conditions of this Agreement shall be valid unless reduced to writing and executed by
both parties. In the event of any ambiguity in any of the terms of this.Agreement, it
shall not be construed for or against any party hereto on the basis that such party did
or did not author the same.
24. Applicable Law, Severability. The laws of the State of Colorado shall be applied in
the interpretation, execution and enforcement of this Agreement, and venue for any
action arising hereunder shall be Larimer County,Colorado. Any provision rendered
null and void by operation of law shall not invalidate the remainder of this Agreement
to the extent that this Agreement is capable of execution.
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25. No Third Party Beneficiaries., This Agreement is made for the sole and exclusive
benefit of the parties hereto and shall not be construed to be an agreement for the
benefit of any third party or parties and no third party shall have a right of action
hereunder for any cause whatsoever.
26. Counterpart Si aQn tures. The parties agree that counterpart signatures of this
Agreement shall be acceptable and that execution of the Agreement in the same form
by each and every party shall be deemed to constitute full and final execution of the
Agreement.
IN WITNESS HEREOF, this Intergovernmental Agreement has been executed that day and
year first above written.
[signature pages followl
14
THE CITY OF LOVELAND,COLOR-ADO
A Municipal Corporation
ATTEST:
By:
Stephen C. Adams, City Manager
City Clerk
APPROVED AS TO FORM:
Loveland City Attorney
THE CITY OF FORT COLLINS,COLORADO
A Municipal Corporation
ATTEST:
By:
City Clerk Mayor
Printed name
APPROVED AS TO FORM:
Assistant City Attorney
Printed name