HomeMy WebLinkAbout2020-009-01/21/2020-AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT WITH LARIMER COUNTY TO PARTNER ON THEXHIBIT A
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INTERGOVERNMENTAL AGREEMENT
CONCERNING THE RED MOUNTAIN INHOLDING CONSERVATION PROJECT
This Intergovernmental Agreement (Agreement) is made this ___day of _____________, 2020,
by and between the CITY OF FORT COLLINS, COLORADO (the "City") and LARIMER COUNTY, COLORADO
(the “County").
WHEREAS, part 2 of Article 1 of Title 29, C.R.S. authorizes governments to cooperate and
contract with one another to provide any function, service or facility lawfully authorized to each,
including the sharing of costs; and
WHEREAS, the County has imposed a sales and use tax via the "Help Preserve Open Spaces
Initiative" for the purchase and maintenance of open space, natural areas, wildlife habitat, parks and
trails and a portion of the funds generated by said sales tax are distributed to municipalities located
within Larimer County, including the City; and
WHEREAS, the City has imposed a dedicated 0.25% sales and use tax known as "Open Space
Yes!", portions of the revenues from which are intended and available for the purchase and
maintenance of open space, natural areas, and trails; and
WHEREAS, the parties recognize through the Larimer County Open Lands Master Plan and Fort
Collins Natural Areas Master Plans that certain lands in the Laramie Foothills – Mountains to Plains
Conservation Area (“Conservation Area”) are important to be conserved through various means such as
fee acquisition, conservation easements, and regulatory measures; and
WHEREAS, the parties have historically worked cooperatively to conserve the Conservation
Area, provide limited recreation, and protect and promote the quality of life, wildlife, the natural
environment and the character of the region; and
WHEREAS, the Larimer County Natural Resources Department and the City of Fort Collins
Natural Areas Department share common goals in conserving land in the Conservation Area, and by this
IGA intend to form a partnership to carry out a land conservation project known as the “Red Mountain
Inholding Conservation Project” to conserve in fee approximately 800 acres of land and in conservation
easement approximately 2,280 acres of land; and
WHEREAS, the County has acquired through purchase of fee interest, the real property referred
to as the “Table Mountain Ranch Property”, described in Exhibit A, attached hereto and incorporated
herein by reference; and
WHEREAS, the County will convey a conservation easement (the “Conservation Easement”) to
the City on the Table Mountain Ranch Property and on a 1,480-acre parcel referred to as “Previous Joint
Purchase Property” which was acquired by a joint acquisition in 2007 and is described in Exhibit B,
attached hereto and incorporated herein by reference, both of which shall be referred to together as
the “Red Mountain Inholding,” and
WHEREAS, the parties desire to cooperate and contract with one another concerning the
sharing of costs and responsibilities for the conservation of the Red Mountain Inholding.
EXHIBIT A
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NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree
as follows:
A. Subject Properties/Easements
1. The County has acquired the Table Mountain Ranch Property and will convey the
Conservation Easement to the City on the Red Mountain Inholding, subject to prior approval by the
Larimer County Board of County Commissioners in its discretion.
2. The City will prepare the Conservation Easement instrument covering the entire Red
Mountain Inholding in collaboration with the County and will pay all transaction costs associated
with the Conservation Easement. The City shall submit the Conservation Easement, upon
completion of the transaction, to the Larimer County Clerk and Recorder for recording in the real
property records of the County and shall provide a copy of the recorded Conservation Easement to
the County upon completion of recording.
3. The cost for conserving the Red Mountain Inholding, including the purchase price for
the Table Mountain Ranch Property, conveyance of the Conservation Easement, closing costs, title
insurance, Phase I Environmental Assessment Reports, and Baseline Reports is estimated to be
approximately $2,270,000 as shown in Exhibit C, attached hereto and incorporated herein by
reference.
4. The County and City will share equally all costs that are incurred, with each party
responsible for paying the estimated costs designated to each of them as shown on Exhibit C. If
either the City or County determines it is unable to pay its share of any unanticipated costs, they
agree to negotiate in good faith to reach a resolution such that the acquisition may be completed.
Such resolution may include modifying the amount each party will pay for the unanticipated costs.
5. Following the closing of the fee and conservation easement acquisitions, the County will
prepare a summary report similar to Exhibit C showing the exact costs paid by each party. It is not
necessarily the parties’ intent that the costs paid by each party will be equivalent to the value of the
property interest held by such party.
B. Management of the Red Mountain Inholding Property
1. The County will manage the 800-acre Table Mountain Ranch Property as a part of its
Red Mountain Open Space and in accordance with the Red Mountain Open Space Management Plan
(which will be updated to reflect this acquisition) and subsequent updates.
2. Emergency Circumstances. In the event of emergency circumstances requiring
immediate response prior to the adoption of updated Management Plans which will be used to
guide the management of the Red Mountain Inholding, the County shall be entitled to use
reasonable discretion in responding to such circumstances. If possible, the County shall consult with
the City in advance of any action being taken. In the event advance consultation is not reasonably
EXHIBIT A
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possible, the County shall limit its actions to those necessary to address the existing emergency and
shall make reasonable efforts to inform the City promptly of any such event and chosen course of
action.
C. Subsequent Sale and/or Transfer of Red Mountain Inholding or Conservation Easement Interests
1. If the County desires to sell all or any portion of its fee interest in the Red Mountain
Inholding, or if the City desires to sell its conservation easement interest, the “Selling Party” shall
provide written notice to the Non-selling Party of its intention to sell its fee or conservation
easement interest (“Notice of Intent to Sell”). The Non-selling Party shall have a right of first refusal
(“Option”) to purchase such interest (“Interest”) for its fair market value. The Non-selling Party shall
have 30 days from the date of the Notice of Intent to Sell to notify the Selling Party if it is interested
in purchasing the Interest. The parties shall then jointly select an appraiser to determine the fair
market value of the Interest. The cost of such appraisal shall be split equally between the parties.
The Non-Selling party shall notify the Selling Party within 30 days following the completion of the
appraisal whether it intends to purchase the Interest. The parties shall then work in good faith to
negotiate a purchase and sale agreement and any necessary documents for completion of the sale.
The Option shall expire if the Non-selling party does not, within 30 days of the completion of the
appraisal, notify the Selling Party that it intends to purchase the Interest. If the Non-selling Party
timely notifies the Selling party of its intent to purchase, the Option shall nonetheless expire two
years after the date of the Notice of Intent to Purchase if the parties have not closed on the
conveyance of the Interest by that time.
2. If the Non-selling Party declines to purchase the Interest, either before or after having
the Interest appraised, the Selling Party may then convey the Interest to a third-party as it chooses.
Any sale of the County’s fee interest shall be subject to the terms of the Conservation Easement and
any other existing encumbrances, restrictions or conditions applicable to the conveyed property. If
the County desires to sell all or any portion of its fee interest in the Red Mountain Inholding,
including easements or rights of way, and the City notifies the County of an adverse impact of the
proposed sale on the remaining interests in the Red Mountain Inholding or the Conservation
Easement, the parties agree to negotiate in good faith to resolve the issue prior to the sale.
3. If either party sells all or any portions of its respective ownership interest in the Red
Mountain Inholding, it shall divide the net proceeds from such sale between the County and the City
in the same percentage as their respective contributions to the initial purchase payments for
acquiring the property interests sold as defined in Exhibit C. If all or any portion of the subject
properties is taken by eminent domain, the net proceeds from such disposition shall be divided
between the County and the City in the same percentage as their respective contributions to the
initial purchase payments for acquiring the property interests taken as defined in Exhibit C. Proceeds
from such conveyance shall be subject to the provisions of each party’s respective applicable
policies, ordinances, resolutions and plans.
4. The parties understand and acknowledge that if the City assigns the Conservation
Easement to a third party qualified organization as described in the Deed of Conservation Easement,
the City may not receive any payment for such transfer, and neither the City nor the County would
be entitled to recover any portion of its initial contribution to the value of the Conservation
Easement.
EXHIBIT A
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D. General Provisions.
1. Each party agrees to execute all additional instruments and documents necessary to
effectuate the transactions and purposes described herein, subject to any necessary approvals.
2. This Agreement shall be binding upon and inure to the benefit of the parties’ respective
successors and permitted assigns.
3. Financial obligations of the parties payable after the current fiscal year are contingent
upon the governing bodies of the parties, in their discretion, appropriating funds sufficient and
intended for such purposes.
4. Each party is responsible for its own negligence and that of its officers, employees and
volunteers. Nothing in this Agreement waives the immunities, limits of liability, or other terms and
conditions of the Colorado Governmental Immunity Act as now in force or hereafter amended.
5. Any notices required or permitted to be given shall be in writing and personally
delivered to the office of the parties hereof, or sent by first class mail, postage prepaid, or by
overnight commercial courier, addressed as follows:
John Stokes Daylan Figgs
Natural Areas Director Natural Resources Director
City of Fort Collins – Natural Areas Department Larimer County Natural Resources
Department
PO Box 580, Fort Collins, CO 80522 1800 S County Rd 31, Loveland, CO 80537
jstokes@fcgov.com dfiggs@larimer.org
Any such notice shall be effective (i) in the case of personal delivery or by overnight courier, when
the notice is actually received, or (ii) in the case of first class mail, the third day following deposit in
the United States mail, postage prepaid, addressed as set forth above. Any party may change these
persons or addresses by giving notice as required above.
6. If either party should fail or refuse to perform according to the terms of this Agreement,
such party may be declared in default thereof. If a party has been declared in default, such defaulting
party shall be allowed a period of ten (10) days within which to cure said default. In the event the
default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and
seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail itself
of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions
against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-
defaulting party's reasonable attorney fees and costs incurred because of the default.
EXHIBIT A
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7. Nothing in this Agreement shall imply any partnership, joint venture, or other
association between the City and the County. Each party shall have sole responsibility for the
content and the conduct of its activities. Neither party shall use the other’s name or logo to suggest
co-sponsorship or endorsement of any activity without the other’s prior written approval.
IN WITNESS WHEREOF, the parties hereto have executed this Intergovernmental Agreement
concerning the Red Mountain Inholding Conservation Project, on the day and year first above written.
THE CITY OF FORT COLLINS, COLORADO,
A Municipal Corporation
By: _________________________________
Wade O. Troxell, Mayor
ATTEST: APPROVED AS TO FORM:
City Clerk Assistant City Attorney
____________________________ _________________________________
(print name) (print name)
EXHIBIT A
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LARIMER COUNTY, COLORADO
By: _________________________________
Chair, Board of County Commissioners
ATTEST: APPROVED AS TO FORM:
Clerk County Attorney
EXHIBIT A
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EXHIBIT A
Legal Description of the Table Mountain Ranch Property
The South ½ of the South ½ of Section 7 and the North ½ of Section 18, all in Township 11
North, Range 69 West of the 6
th
P.M.; and the East ½ of Section 12, Township 11 North, Range
70 West of the 6
th
P.M., except reservations in Deed recorded in Book 1223 at Page 29 of the
records of the County Clerk and Recorder of Larimer County; and commencing at the Southeast
corner of the West ½ of said Section 12; thence West along section line 311.00 feet; Thence
North parallel to the North and South quarter section line 140.00 feet; Thence East parallel to
the South section line 311.00 feet to the quarter section line; Thence South along said section
line 140.00 feet to the Point of Beginning, County of Larimer, State of Colorado.
EXHIBIT A
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EXHIBIT B
Legal Description of the Previous Joint Purchase Property
The North ½ of the Northwest ¼ and the Southeast ¼ of the Northwest ¼ of Section 4, Township
11 North, Range 69 West of the 6th P.M. County of Larimer, State of Colorado; and
All of Section 5 and Section 6, Township 11 North, Range 69 West, of the 6th P.M., County of
Larimer, State of Colorado, except the Southeast ¼ of the Southwest ¼ and the Southwest ¼ of
the Southeast ¼ of Section 6; and
The Northeast ¼ of Section 8, Township 11 North, Range 69 West of the 6th P.M. County of
Larimer, State of Colorado;